Tidal ETF Trust I 485APOS
Exhibit 99(h)(i)
AMENDED AND RESTATED FUND ADMINISTRATION
SERVICING AGREEMENT
THIS AMENDED AND RESTATED FUND ADMINISTRATION
SERVICING AGREEMENT (the “Agreement”) is made and entered into as of June 2, 2025, by and between Tidal Trust I
(formerly named Tidal ETF Trust), a Delaware statutory trust (the “Trust”), and Tidal ETF Services LLC,
a Delaware limited liability company (“Tidal”). Tidal Investments LLC (formerly named, Toroso Investments, LLC),
the investment adviser to the Trust (the “Adviser”), is a party hereto with respect to Section 4 only.
WHEREAS, the Trust is registered under
the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and
is authorized to issue shares of beneficial interest in separate series, with each series representing interest in a separate portfolio
of securities and other assets;
WHEREAS, the Trust and Tidal have previously
entered into a Fund Administration Servicing Agreement dated as of December 21, 2018, as amended, which is hereby superseded and replaced
in its entirety by this Agreement;
WHEREAS, the Trust and Tidal desire to
enter into this Agreement for the purpose of incorporating prior amendments, revising the series of the Trust listed on Exhibit A attached
hereto (each, a “Fund” and collectively, the “Funds”), and amending and restating the description
of services to be provided by Tidal under this Agreement based on whether a Fund is a mutual fund series (each such Fund, a “Mutual
Fund”) or an exchange-traded fund series (each such Fund, an “ETF”).
NOW, THEREFORE, in consideration of the
mutual promises and covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as follows:
1. | Appointment of Tidal as Administrator |
| |
| The Trust hereby appoints ▇▇▇▇▇ as fund administrator of the
Trust on the terms and conditions set forth in this Agreement, and Tidal hereby accepts such appointment and agrees to perform the services
and duties set forth in this Agreement. The services and duties of Tidal shall be confined to those matters expressly set forth herein,
and no implied duties are assumed by or may be asserted against Tidal hereunder. The Trust hereby authorizes Tidal to, in ▇▇▇▇▇’s
sole discretion, engage a sub-contractor to provide any of the services described herein (the “Sub-Administrator”);
provided that Tidal shall remain responsible for the actions and omissions of the Sub-Administrator to the same extent as if Tidal had
taken such actions or made such omissions. The initial Sub-Administrator shall be U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global
Fund Services. |
2. | Services and Duties of Tidal |
| |
| Tidal shall provide or require the Sub-Administrator to provide
the following fund administration services to each Fund unless such services are specified in this Section as being provided only to ETFs
or only to Mutual Funds: |
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A. |
General Fund Management: |
| (1) | Act as liaison among Trust service providers, including but not exclusive to Funds’ investment adviser(s), investment sub-adviser(s),
authorized participants, external legal counsel, independent audit firms and external compliance consultants. |
| a. | Office facilities (which may be in Tidal’s, Sub-Administrator’s, or one of their affiliate’s, own offices). |
| b. | Non-investment-related statistical and research data as requested. |
| (3) | Coordinate the Trust’s board of trustees (the “Board”) communications, such as: |
| a. | Prepare meeting agendas and resolutions, with the assistance of Trust counsel and Fund investment adviser counsel. |
| b. | Prepare reports for the Board based on financial and administrative data. |
| c. | Assist with the selection of the independent auditor. |
| d. | Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission
(the “SEC”) filings relating thereto. |
| e. | Prepare minutes of meetings of the Board and Fund shareholders. |
| f. | Recommend dividend declarations to the Board and prepare and distribute to appropriate parties notices announcing declaration of dividends
and other distributions to shareholders. |
| g. | Attend Board meetings and present materials for the review of the members of the Board (the “Trustees”) at such
meetings. |
| a. | For each annual Fund audit, prepare appropriate schedules and materials. Provide requested information
to the independent auditor, and facilitate the audit process. |
| | |
| b. | For SEC, FINRA or other regulatory audits, provide requested information to the SEC or other regulatory agencies and facilitate the
audit process. |
| c. | For all audits, provide office facilities, as needed. |
| (5) | Assist with overall operations of the Trust. |
| (6) | Pay Trust and Fund expenses upon written authorization from the Trust. |
| (7) | Keep the Trust’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents
are provided to Tidal by the Trust or its representatives for safe keeping. |
| (1) | Regulatory Compliance: |
| a. | Monitor compliance with the 1940 Act requirements, including: |
| (i) | Asset and diversification tests. |
| (ii) | Total return and SEC yield calculations. |
| (iii) | Maintenance of books and records under Rule 31a-3. |
| (iv) | Code of ethics requirements under Rule 17j-1 for the disinterested Trustees. |
| b. | Monitor each Fund's compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”)
and statement of additional information (the “SAI”) (or similar disclosure documents) included in its registration
statement on Form N-1A filed with the SEC (“Registration Statement”). |
| c. | Perform its duties hereunder in compliance with all laws and regulations applicable to it and provide any sub-certifications reasonably
requested by the Trust in connection with (i) any certification required of the Trust pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the
“SOX Act”) or any rules or regulations promulgated by the SEC thereunder, and (ii) the operation of Tidal’s compliance
program as it relates to the Trust, provided the same shall not be deemed to change Tidal’s standard of care as set forth herein. |
| d. | In order to assist the Trust in satisfying the requirements of Rule 38a-1 under the 1940 Act (the “Rule”), Tidal
will provide the Trust’s Chief Compliance Officer (the “CCO”) with reasonable access to Tidal’s fund records
relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications
regarding any Material Compliance Matter (as defined in the Rule) involving Tidal that affect or could reasonably affect the Trust. |
| e. | Monitor applicable regulatory and operational service issues, including exchange listing requirements, and update the Trust periodically. |
| f. | Monitor compliance with regulatory exemptive relief (as applicable) for the Funds. |
| (2) | SEC Registration and Reporting: |
| a. | Coordinate, with assistance from Trust counsel in annual update of the Registration Statement for each Fund. |
| b. | Prepare and file annual and semiannual shareholder reports, Form N-CEN, Form N-CSR, Form N-PORT filings and Rule 24f-2 notices. As
requested by the Trust, prepare and file Form N-PX filings. |
| c. | Coordinate the printing, filing and mailing of Prospectuses and financial statements, Tailored Shareholder Reports, and amendments
and supplements thereto. |
| d. | File fidelity bond under Rule 17g-1. |
| e. | Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the
appropriate state authorities. |
| f. | Coordinate, with assistance from Trust counsel preparation of proxy statements and information statements, as requested by the Trust
on behalf of a Fund or Funds. |
| g. | Coordinate, with assistance from Trust counsel, applications for exemptive relief, when applicable. |
| a. | Monitor each Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended
(the “Code”), including without limitation, review of the following: |
| (i) | Diversification requirements. |
| (ii) | Qualifying income requirements. |
| (iii) | Distribution requirements. |
| b. | Calculate required annual excise distribution amounts for the review and approval of Fund management (“Management”)
and/or the Trust’s independent auditor(s). |
| a. | Prepare
and file with the SEC and appropriate state securities authorities any and all required compliance
filings (e.g., Form D and “blue sky” filings) relating to the qualification
of the securities of the Fund so as to enable the Fund to make a continuous offering of its
shares in all states and applicable U.S. territories. |
| b. | Monitor status and maintain registrations in each state and applicable U.S. territories. |
| (1) | Provide financial data required by the Registration Statement for each Fund. |
| (2) | Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Trustees, the
SEC, and the independent auditor(s). |
| (3) | Supervise the Trust’s custodian and fund accountants in the maintenance of each Fund’s general ▇▇▇▇▇▇ and in the preparation
of each Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value,
and the declaration and payment of dividends and other distributions to shareholders. |
| (4) | Compute the yield, total return, expense ratio and portfolio turnover rate of each Fund. |
| (5) | Monitor expense accruals and make adjustments as necessary; notify Management of adjustments expected to materially affect a Fund’s
expense ratio. |
| (6) | Prepare financial statements for each Fund, which include, without limitation, the following items: |
| a. | Schedule of Investments. |
| b. | Statement of Assets and Liabilities. |
| c. | Statement of Operations. |
| d. | Statement of Changes in Net Assets. |
| e. | Statement of Cash Flows (if applicable). |
| g. | Notes to Financial Statements. |
| (7) | Pursuant to Rule 31a-1(b)(9) of the 1940 Act, prepare quarterly broker security transaction summaries. |
| (1) | Prepare
for the review of the independent auditor and/or Management the federal and state tax returns
including without limitation, Form 1120 RIC and applicable state returns including
any necessary schedules. Tidal will prepare annual federal and state income tax return filings
for each Fund as authorized by and based on the instructions received by Management and/or
its independent auditor. File on a timely basis appropriate
federal and state tax returns including, without limitation, Forms 1120/8613, with any necessary
schedules. |
| (2) | Provide Management and the Trust’s independent auditor(s) with tax reporting information pertaining to each Fund and available
to Tidal as required in a timely manner. |
| (3) | Prepare Fund financial statement tax footnote disclosures for the review and approval of Management and/or the Trust’s independent
auditor. |
| (4) | Prepare and file on behalf of Management Form 1099 MISC for payments to disinterested trustees
and other qualifying service providers. |
| (5) | Monitor wash sale losses. |
| (6) | Calculate Qualified Dividend Income (“QDI”) for qualifying Fund shareholders. |
| (7) | Calculate Dividends Received Deduction (“DRD”) for qualifying corporate Fund shareholders. |
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E. |
Provision of CCO; Delivery of Documents: |
| (1) | ▇▇▇▇▇ hereby agrees to provide a CCO, as described in Rule 38a-1 of the 1940 Act (“Rule 38a-1”), to the Trust for
the period and on the terms and conditions set forth in this Agreement. |
| (2) | In connection therewith, the Trust has delivered to Tidal copies of, and shall promptly furnish Tidal with all amendments of or supplements
to: (i) the Trust’s Declaration of Trust and Amended and Restated By-Laws (collectively, as amended from time to time, “Organizational
Documents”); (ii) the Trust’s current Registration Statement, as amended or supplemented, filed with the SEC pursuant
to the Securities Act of 1933, as amended (the “Securities Act”), and/or the 1940 Act (the “Registration Statement”);
(iii) the current Prospectus and Statement of Additional Information (collectively, as currently in effect and as amended or supplemented,
the “Prospectus”) in place for each of the Funds listed on Exhibit C-1 to this Agreement; (iv) each plan of distribution
or similar document that may be adopted by the Trust under Rule 12b-1 under the 1940 Act and each current shareholder service plan or
similar document that may be adopted by the Trust with respect to any or all of its Funds; (v) copies of the Trust’s current annual
and semi-annual reports to shareholders; and (vi) all compliance and risk management policies, programs and procedures adopted by the
Trust with respect to the Funds. The Trust shall deliver to Tidal a certified copy of the resolution of the Board appointing the CCO and
authorizing the execution and delivery of this Agreement. In addition, the Trust shall deliver, or cause to deliver, to Tidal upon ▇▇▇▇▇’s
reasonable request any other documents that would enable Tidal to perform the services described in this Agreement. |
| (1) | Subject to the approval of the Board, Tidal shall make available a qualified person who is competent and knowledgeable regarding the
federal securities laws to act as the Trust’s CCO. Tidal’s responsibility for the activities of the CCO are limited to the
extent that the Board shall make all decisions regarding the designation and termination of the CCO and shall review and approve the compensation
of the CCO as provided by Rule 38a-1. |
| (2) | With respect to the Trust, the CCO shall provide the services as set forth on Exhibit D to the Agreement, including
with regard to the Adviser, each sub-adviser (each, a “Sub-Adviser”), and each index provider (each, an “Index
Provider”) of the Trust. |
| (3) | Tidal may provide other services and assistance relating to the affairs of the Trust as the Trust may, from time to time, request
subject to mutually acceptable compensation and implementation agreements. |
| (4) | Tidal shall maintain records relating to its services, such as compliance policies and procedures, relevant Board presentations, annual
reviews, and other records, as are required to be maintained under the 1940 Act and Rule 38a-1 (collectively, the “Records”).
Such Records shall be maintained in the manner and for the periods as are required under such laws and regulations. The Records shall
be the property of the Trust. The Trust, or the Trust’s authorized representatives, shall have access to the Records at all times
during ▇▇▇▇▇’s normal business hours. Upon the reasonable request of the Trust, copies of any of the Records shall be provided promptly
by Tidal to the Trust or its authorized representatives at the Trust’s expense. |
| (5) | Nothing contained herein shall be construed to require Tidal to perform any service that could cause Tidal to be deemed an investment
adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended, or that could cause any Fund to act in contravention
of such Fund’s Prospectus or any provision of the 1940 Act. Further, while Tidal will provide consulting and other services under
this Agreement to assist the Trust with respect to the Trust’s obligations under and compliance with various laws and regulations,
the Trust understands and agrees that Tidal is not a law firm and that nothing contained herein shall be construed to create an attorney-client
relationship between the parties or to require Tidal to render legal advice or otherwise engage in the practice of law in any jurisdiction.
Thus, except with respect to ▇▇▇▇▇’s duties as set forth in this Section 2 and, except as otherwise specifically provided herein,
the Trust assumes all responsibility for ensuring that the Trust and each of its Funds complies with all applicable requirements of the
Securities Act, the Securities Exchange Act of 1934 (the “Exchange Act”), the 1940 Act and any laws, rules and regulations
of governmental authorities with jurisdiction over the Trust or the Funds. All references to any law in this Agreement shall be deemed
to include reference to the applicable rules and regulations promulgated under authority of the law and all official interpretations of
such law or rules or regulations. |
| (6) | Tidal does not offer legal or accounting services and does not provide substitute services for the services provided by legal counsel
or that of a certified public accountant. Tidal will make every reasonable effort to provide the services described in this Agreement;
however, Tidal does not guarantee that work performed by Tidal or the CCO for the Trust would be favorably received by any regulatory
agency. |
| (7) | In order for Tidal to perform the services required by this Section 2.F, the Trust shall (1) instruct all service providers to furnish
any and all information to Tidal as reasonably requested by Tidal, and assist ▇▇▇▇▇ as may be required and (2) ensure that Tidal has access
to all records and documents maintained by the Trust or any service provider related to the Trust. |
| 3. | License of Data; Warranty; Termination of Rights |
| A. | Tidal hereby informs the Trust that the Sub-Administrator has entered into agreements with MSCI index data services (“MSCI”),
Standard & Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”);
and the related index data services being provided to the Trust by Tidal or the Sub-Administrator (collectively, the “Data”)
are being sublicensed, not sold, to the Trust. The Trust hereby acknowledges and agrees with the provisions set forth on Exhibit
B hereto. The provisions in Exhibit B shall not have any effect upon the standard of care and liability Tidal has
set forth in Section 6 of this Agreement. |
| B. | The Trust shall indemnify and hold harmless Tidal, the Sub-Administrator, its information providers, and any other third party involved
in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees
and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and
costs, as incurred, arising in and any manner out of the Trust’s or a Fund’s use of, or inability to use, the Data or any
breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have
any effect upon the standard of care and liability of Tidal as set forth in Section 6 of this Agreement. |
| C. | Tidal hereby informs the Trust that the Sub-Administrator has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”)
to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including
preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be
included herein. |
| | |
| | The Trust agrees that it shall (a) comply
with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only
portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall
include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide
for the Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the Trust’s
request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Trust),
(e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the
Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). |
4. | Compensation |
| |
| Tidal shall be compensated for providing the services set forth
in this Agreement in accordance with the fee schedule set forth on Exhibit C hereto (as amended from time to time by written consent
of all parties to this Agreement). With respect to any ETF or Mutual Fund operating under a unitary fee structure, the Adviser shall pay
the fees set out in Exhibit C as a unitary fee to Tidal. With respect to any Mutual Fund or ETF that does not operate under
a unitary fee structure, the Trust, out of the assets of the applicable Fund, shall pay to Tidal such fees set out in Exhibit C.
Tidal shall also be reimbursed for such reasonable and documented miscellaneous expenses as set forth on Exhibit C hereto as are
reasonably incurred by ▇▇▇▇▇ or the Sub-Administrator in performing its duties hereunder. The Adviser or the Trust, as applicable, shall
pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense
subject to a good faith dispute. The Adviser or the Trust, as applicable, shall notify Tidal in writing within 30 calendar days following
receipt of each invoice if the Adviser or the Trust, as applicable, is disputing any amounts in good faith. The Adviser or the Trust,
as applicable, shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid.
With the exception of any fee or expense the Adviser or the Trust, as applicable, is disputing in good faith as set forth above, unpaid
invoices shall accrue a finance charge of 1½% per month after the due date. |
| |
| In addition to, and not in lieu of, any other
compensation payable under this Agreement, the following provisions reflect the compensation due to Tidal for its provision of compliance
services to the Trust: |
| |
| (a) |
In consideration of the compliance services provided by Tidal pursuant to this Agreement, the Trust or the Adviser, as applicable,
shall pay Tidal the fees and expenses set forth in Exhibit C to the Agreement; |
| |
| (b) |
▇▇▇▇▇ may, with respect to questions of law relating to its services hereunder, apply to and obtain the advice and opinion
of Trust counsel. The costs of any such advice or opinion shall be borne by the Trust or the Adviser, as applicable; and |
| |
| (c) |
The CCO is serving solely as an officer of the Trust, and neither the CCO nor Tidal shall be responsible for,
or have any obligation to pay, any of the expenses of the Trust or any of its Funds. All Trust expenses shall be the sole obligation
of the Trust, which shall pay or cause to be paid all Fund expenses. |
5. | Representations and Warranties |
| A. |
The Trust hereby represents and warrants to Tidal, which representations and warranties shall be deemed to be continuing throughout
the term of this Agreement, that: |
| (1) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business
as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
| (2) | This Agreement has been duly authorized, executed and delivered by the Trust, in accordance with all requisite action and constitutes
a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
| (3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal,
and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation,
order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would
prohibit its execution or performance of this Agreement; |
| (4) | The CCO shall be covered by the Trust’s Trustees & Officers Liability Insurance Policy (the “Policy”),
and the Trust shall use reasonable efforts to ensure that such coverage be (a) reinstated should the Policy be cancelled; (b) continued
after the CCO ceases to serve as an officer of the Trust on substantially the same terms as such coverage is provided for all other Trust
officers after such persons are no longer officers of the Trust; and (c) continued in the event the Trust merges or terminates, on substantially
the same terms as such coverage is provided for all other Trust officers (and for a period of no less than six years). The Trust shall
provide Tidal with proof of current coverage, including a copy of the Policy, and shall notify Tidal immediately should the Policy be
cancelled or terminated; and |
| (5) | The CCO is a named officer in the Trust’s corporate resolutions and subject to the provisions of the Trust’s Organizational
Documents regarding indemnification of its officers. |
| B. | Tidal hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout
the term of this Agreement, that: |
| (1) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business
as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
| (2) | This Agreement has been duly authorized, executed and delivered by Tidal in accordance with all requisite action and constitutes a
valid and legally binding obligation of Tidal, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
| (3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal,
and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation,
order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would
prohibit its execution or performance of this Agreement; |
| (4) | It has access to the necessary facilities, equipment, and personnel with the requisite knowledge and experience to assist the CCO
in the performance of his or her duties and obligations under this Agreement; |
| (5) | It shall make available a person who is competent and knowledgeable regarding the federal securities laws and is otherwise reasonably
qualified to act as a CCO and who will, in the exercise of his or her duties to the Trust, act in good faith and in a manner reasonably
believed by him or her to be in the best interests of the Trust and the Funds; |
| (6) | It shall compensate the CCO fairly, subject to the Board’s right under any applicable regulation (e.g., Rule 38a-1) to approve
the designation, termination and level of compensation of the CCO. In addition, it shall not retaliate against the CCO should the CCO
inform the Board of a compliance failure or take aggressive action to ensure compliance with the federal securities laws by the Trust
or a service provider; |
| (7) | It shall report to the Board promptly if it learns of CCO malfeasance or in the event the CCO is terminated as a CCO by another fund
complex or if the CCO is terminated as an employee of Tidal; and |
| (8) | It shall report to the Board if at any time the CCO is subject to the disqualifications set forth in Section 15(b)(4) of the Exchange
Act or Section 9 of the 1940 Act. |
| 6. | Standard of Care; Indemnification; Limitation of Liability |
| A. | Tidal shall use commercially reasonable efforts and exercise reasonable care in the performance of its duties under this Agreement.
Tidal shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or a Fund in connection with
its duties under this Agreement, except a loss arising out of or relating to ▇▇▇▇▇’s refusal or failure to comply with the terms
of this Agreement or from its bad faith, fraud, negligence, or willful misconduct in the performance of its duties under this Agreement
or material breach of this Agreement. Notwithstanding any other provision of this Agreement, if Tidal has used commercially reasonable
efforts and exercised reasonable care in the performance of its duties under this Agreement, each Fund shall indemnify and hold harmless
Tidal from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’
fees) that Tidal may sustain or incur or that may be asserted against Tidal by any person arising out of any action taken or omitted to
be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reasonable reliance upon
any written or oral instruction provided to Tidal by any duly authorized officer of the Trust or a Fund, except for any and all claims,
demands, losses, expenses, and liabilities arising out of or relating to ▇▇▇▇▇’s refusal or failure to comply with the terms of
this Agreement or material breach of this Agreement or from its bad faith, fraud, negligence or willful misconduct in the performance
of its duties under this Agreement. Tidal shall endeavor to provide the Trust such reasonable estimates, including reasonable estimates
related to amounts incurred for services provided hereunder, in connection with claims for which Tidal seeks indemnity from the Trust,
provided that the Trust’s (or a Fund’s) continuing obligations to indemnify Tidal after the termination of this Agreement
shall relate to solely those claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’
fees) sustained in connection with Tidal’s provision of services pursuant to this Agreement. This indemnity shall be a continuing
obligation of the Trust (and the Funds), its successors and assigns, notwithstanding the termination of this Agreement; provided that
the Trust’s (or a Fund’s) continuing obligations to indemnify Tidal after the termination of this Agreement shall relate to
solely those claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) sustained
in connection with ▇▇▇▇▇’s provision of services pursuant to this Agreement. As used in this paragraph, the term “Tidal”
shall include Tidal’s members, officers and employees. |
| | |
| | Tidal may obtain the advice of competent external counsel and shall
be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice; provided that, notwithstanding
any advice to the contrary, any action taken by Tidal must be consistent with ▇▇▇▇▇’s rights and responsibilities under this Agreement. |
| | |
| | Tidal shall indemnify and hold the Trust harmless from and against
any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that
the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be
taken by ▇▇▇▇▇ as a result of ▇▇▇▇▇’s refusal or failure to comply with the terms of this Agreement, material breach of this Agreement,
or from Tidal’s bad faith, fraud, negligence, or willful misconduct in the performance of its duties under this Agreement. This
indemnity shall be a continuing obligation of Tidal, its successors and assigns, notwithstanding the termination of this Agreement. As
used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees. |
| | |
| | In no case shall either party be liable to the other for (i) any
special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); or (ii) any delay
by reason of circumstances beyond its control, which may include acts of civil or military authority, national emergencies, labor difficulties,
fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation
or power supply. |
| | |
| | In the event of a mechanical breakdown or failure of communication
or power supplies beyond its reasonable control, Tidal shall take all reasonable steps to minimize service interruptions for any period
that such interruption continues. Tidal will make every reasonable effort to restore any lost or damaged data and correct any errors resulting
from such a breakdown at the expense of ▇▇▇▇▇. Tidal agrees that it shall, at all times, have reasonable business continuity and disaster
recovery contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment
to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect Tidal’s premises and
operating capabilities at any time during regular business hours of Tidal, upon reasonable notice to Tidal. Moreover, Tidal shall provide
the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent auditor on the internal controls
and procedures of Tidal relating to the services provided by Tidal under this Agreement. |
| | |
| | Notwithstanding the above, Tidal reserves the right to reprocess
and correct non-material administrative errors at its own expense; provided that Tidal shall provide advance written notice to the Trust
detailing the action it intends to take prior to taking such action. For material administrative errors, Tidal reserves the right to reprocess
and correct administrative errors at its own expense upon consultation with the Trust and in such manner as agreed to by the Trust. |
| B. | In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor
may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning
the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly
concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall
have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor
so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee
shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee
shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee
except with the indemnitor’s prior written consent. |
| C. | The indemnity and defense provisions set forth in this Section 6 shall indefinitely survive the termination and/or assignment of this
Agreement. |
| D. | If Tidal is acting in another capacity for the Trust pursuant to a separate agreement, nothing herein shall be deemed to relieve Tidal
of any of its obligations in such other capacity. |
| E. | In conjunction with the tax services provided to the Trust by Tidal hereunder, Tidal shall not be deemed to act as an income tax return
preparer for any purpose including as such term is defined under Section 7701(a)(36) of the IRC, or any successor thereof. Any information
provided by Tidal to a Fund for income tax reporting purposes with respect to any item of income, gain, loss, or credit will be performed
solely in Tidal’s administrative capacity. Tidal shall not be required to determine, and shall not take any position with respect
to whether, the reasonable belief standard described in Section 6694 of the IRC has been satisfied with respect to any income tax item.
The Trust, and any appointees thereof, shall have the right to inspect the transaction summaries produced and aggregated by Tidal, and
any supporting documents thereto, in connection with the tax reporting services provided with respect to each Fund by Tidal. Tidal shall
not be liable for the provision or omission of any tax advice with respect to any information provided by Tidal to the Trust or a Fund.
The tax information provided by Tidal shall be pertinent to the data and information made available to Tidal, and is neither derived from
nor construed as tax advice. |
| F. | The Trust, and not Tidal, shall be solely responsible for approval of the designation of the CCO, as well as for removing the CCO,
as the case may be, from his or her responsibilities related to the Funds in accordance with Rule 38a-1. Therefore, notwithstanding the
provisions of this Section 6, the Trust shall supervise the activities of the CCO with regard to such activities. |
7. | Data Necessary to Perform Services |
| |
| The Trust or its agent shall furnish to Tidal and the Sub-Administrator
the data necessary to perform the services described herein at such times and in such form as mutually agreed upon. |
8. | Proprietary and Confidential Information |
| |
| Tidal agrees on behalf of itself and its directors, officers,
and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust
and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information
for any purpose other than the performance or delegation of its responsibilities and duties hereunder, except (i) after prior notification
to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where ▇▇▇▇▇ may be
exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted
authorities, provided that Tidal shall promptly notify the Trust of such request if permitted by applicable law, or (iii) when so requested
by the Trust. Records and other information which have become known to the public through no wrongful act of Tidal or any of its employees,
agents or representatives, and information that was already in the possession of Tidal prior to receipt thereof from the Trust, or its
agent, shall not be subject to this paragraph. |
| |
| Further, Tidal will adhere to the privacy
policies adopted by the Trust pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard,
▇▇▇▇▇ shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality
and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders. |
| |
| Tidal shall require the Sub-Administrator
to be bound by confidentiality provisions that are substantially similar to those set forth in this Section 8 (Proprietary and Confidential
Information). |
9. | Records |
| |
| Tidal shall keep, and shall require the Sub-Administrator
to keep, records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable
and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular,
Section 31 of the 1940 Act and the rules thereunder. ▇▇▇▇▇ agrees that all such records prepared or maintained by or on behalf of Tidal
relating to the services to be performed by Tidal hereunder are the property of the Trust and will be preserved, maintained, and made
available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Trust or its designee
on and in accordance with its request. |
10. | Compliance with Laws |
| |
| The Trust retains primary responsibility for all compliance matters
relating to the Trust, including but not limited to compliance with the 1940 Act, the Code, the SOX Act, the USA Patriot Act of 2001 and
the policies and limitations of the Trust relating to its portfolio investments as set forth in its Registration Statement. Tidal’s
services hereunder shall not relieve the Trust of its responsibilities for assuring such compliance or the Board of Trustee’s oversight
responsibility with respect thereto. |
11. | Terms of Agreement; Amendment |
| |
| This Agreement shall become effective as
of the date first written above and will continue in effect for a period of two (2) years. However, this Agreement may be terminated at
the end of the initial term by either party upon giving 90 days’ prior written notice to the other party or such shorter notice
period as is mutually agreed upon by the parties. Subsequent to the end of the two (2) year period, this Agreement continues until one
party gives 90 days’ prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding
the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement
if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified
in any manner except by written agreement executed by ▇▇▇▇▇ and the Trust, and authorized or approved by the Board of Trustees. |
| |
| Notwithstanding anything to the contrary
in this Agreement, the Board will have the right and authority to remove the individual designated by Tidal as the Trust’s CCO at
any time, with or without cause, without payment of any penalty. In this case, ▇▇▇▇▇ will designate another employee of Tidal, subject
to approval by the Board, including the Independent Trustees, to serve as interim CCO until the earlier of: (i) the designation of a new
permanent CCO; or (ii) the termination of this Agreement. Should the employment of the individual designated by Tidal to serve as the
Trust’s CCO be terminated for any reason, Tidal will immediately designate another qualified individual, subject to ratification
by the Board and the Independent Trustees, to serve as interim CCO until the earlier of: (i) the designation, and approval by the Board,
of a new permanent CCO; or (ii) the termination of this Agreement. |
12. | Early Termination |
| |
| In the absence of any material breach of this Agreement, should
the Trust elect to terminate this Agreement prior to the end of the two (2) year term, the Trust agrees to pay the following fees: |
| a. | all monthly fees through the life of the Agreement, including the repayment of any negotiated discounts; |
| b. | all fees associated with converting services to successor service provider; |
| c. | all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to
a successor service provider; |
| d. | all reasonable and documented miscellaneous costs associated with a.-c. above |
13. | Duties in the Event of Termination |
| |
| In the event that, in connection with termination, a successor
to any of Tidal’s duties or responsibilities hereunder is designated by the Trust by written notice to Tidal, Tidal will promptly,
upon such termination and at the expense of the Trust (which shall include only reasonable and documented miscellaneous expenses), transfer
to such successor all relevant books, records, correspondence, and other data established or maintained by Tidal (or the Sub-Administrator)
under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which Tidal or the Sub-Administrator
has maintained the same, the Trust shall pay any reasonable and documented miscellaneous expenses associated with transferring the data
to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from Tidal’s
personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books,
records and other data shall be returned to the Trust. |
14. | Assignment |
| |
| This Agreement shall extend to and be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without
the written consent of Tidal, or by Tidal without the written consent of the Trust. |
15. | Governing Law |
| |
| This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. To the extent that the
applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC
thereunder. |
16. | No Agency Relationship |
| |
| Nothing herein contained shall be deemed
to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for
the account, of the other party to this Agreement. |
17. | Services Not Exclusive |
| |
| Except to the extent necessary to perform
Tidal’s obligations under this Agreement, nothing herein shall be deemed to limit or restrict Tidal’s right, or the right
of any of Tidal’s managers, officers, or employees who also may be a director, trustee, officer or employee of the Trust (including,
without limitation, the CCO), or who are otherwise affiliated persons of the Trust, or the right of the Sub-Administrator, to engage in
any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation, trust, firm, individual or association. |
18. | Invalidity |
| |
| Any provision of this Agreement which may
be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case,
the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties. |
19. | Legal-Related Services |
| |
| Nothing in this Agreement shall be deemed
to appoint ▇▇▇▇▇, the Sub-Administrator, or their respective members, officers, directors and employees as the Trust attorneys, form attorney-client
relationships or require the provision of legal advice. The Trust acknowledges that Tidal and Sub-Administrator attorneys (including any
in-house attorneys) exclusively represent Tidal or Sub-Administrator, respectively, and each relies on outside counsel retained by the
Trust to review all services provided by attorneys engaged by ▇▇▇▇▇ and Sub-Administrator (including any in-house attorneys) and to provide
independent judgment on the Trust’s behalf. The Trust acknowledges that because no attorney-client relationship exists between attorneys
engaged by ▇▇▇▇▇ or Sub-Administrator (including any in-house attorneys) and the Trust, any information provided to Tidal or Sub-Administrator
attorneys (including any in-house attorneys) may not be privileged and may be subject to compulsory disclosure under certain circumstances.
Tidal represents that it will maintain (and require the Sub-Administrator to maintain) the confidentiality of information disclosed to
attorneys engaged by ▇▇▇▇▇ or Sub-Administrator (including any in-house attorneys) on a best efforts basis. |
20. | Notices |
| |
| Any notice required or permitted to be given
by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier
service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and
confirmed received by facsimile transmission to the other party’s address set forth below, or such other address(es) as may be specified
in writing by one party to the other party: |
|
Notice to Tidal shall be sent to: |
|
Tidal ETF Services LLC |
|
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ |
|
Milwaukee, Wisconsin 53204 |
|
|
|
Attn: Chief Executive Officer |
|
and notice to the Trust shall be sent to: |
|
Tidal Trust I |
|
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ |
|
Milwaukee, Wisconsin 53204 |
|
Attn: President |
21. | Construction |
| |
| Any reference in this Agreement to a form,
statute or regulation shall include any successor thereto. |
22. | Multiple Originals |
| |
| This Agreement may be executed on two or
more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but
one and the same instrument. |
23. | Limited Recourse |
| |
| This Agreement is executed by the Trust
with respect to each of the Funds and the obligations hereunder are not binding on any of the trustees, officers or shareholders of the
Trust individually but are binding only on the Fund to which such obligations pertain and the assets and property of such Fund. All obligations
of the Trust under this Agreement shall apply only on a Fund-by-Fund basis, and the assets of one Fund shall not be liable for the obligations
of another Fund. |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by a duly authorized officer on one or more counterparts as of the date last written below.
TIDAL TRUST I |
|
TIDAL ETF SERVICES LLC |
|
|
|
By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
|
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
|
Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Title: |
President |
|
Title: |
Co-Founder & Chief of Staff |
Date: |
June 5, 2025 |
|
Date: |
June 4, 2025 |
TIDAL INVESTMENTS LLC
(with respect to Section 4 only) |
|
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
Title: |
Co-Founder & Chief of Staff |
|
Date: |
June 4, 2025 |
|
Exhibit A to the Amended and Restated Fund Administration
Servicing Agreement
Separate Series of Tidal Trust I
Name of Series
SoFi Select 500 ETF
SoFi Next 500 ETF
SoFi Social 50 ETF
SoFi Enhanced ▇▇▇▇▇ ETF
RPAR Risk Parity ETF
UPAR Ultra Risk Parity ETF
SP Funds Dow ▇▇▇▇▇ Global Sukuk ETF
SP Funds S&P 500 Sharia Industry Exclusions ETF
SP Funds S&P Global REIT Sharia ETF
Adasina Social Justice All Cap Global ETF
Leatherback Long/Short Absolute Return ETF
Leatherback Long/Short Alternative Yield ETF
ATAC US Rotation ETF
ATAC Credit Rotation ETF
ATAC Equity Leverage Rotation ETF
ATAC Rotation Fund
Gotham Enhanced 500 ETF
Gotham 1000 Value ETF
Gotham Short Strategies ETF
Sound Fixed Income ETF
Sound Enhanced Fixed Income ETF
Sound Equity Dividend Income ETF
Sound Enhanced Equity Income ETF
Sound Total Return ETF
Acruence Active Hedge U.S. Equity ETF
American Customer Satisfaction ETF
SonicSharesTM Global Shipping ETF
▇▇▇▇ Buy and ▇▇▇▇▇ ETF
FolioBeyond Alternative Income and Interest Rate Hedge ETF
FolioBeyond Enhanced Fixed Income Premium ETF
Residential REIT ETF
Intelligent Real Estate ETF
Aztlan Global Stock Selection ▇▇ ▇▇▇▇ ETF
Aztlan North America Nearshoring Stock Selection ETF
Unlimited HFND Multi-Strategy Return Tracker ETF
Unlimited HFEQ Equity Long/Short ETF
Unlimited HFGM Global Macro ETF
Unlimited HFEV Event Driven ETF
Unlimited HFFI Fixed Income ETF
Unlimited HFEM Emerging Markets ETF
Unlimited HFMF Managed Futures ETF
Unlimited Ultra HFND Multi-Strategy ETF
Unlimited Low-Beta HFND Multi-Strategy ETF
God Bless America ETF
Academy Veteran Impact ETF
Unusual Whales Subversive Democratic Trading ETF
Unusual Whales Subversive Republican Trading ETF
Digital Asset Debt Strategy ETF
The Free Markets ETF
Exhibit B to the Amended and Restated Fund Administration
Servicing Agreement
REQUIRED PROVISIONS OF MSCI, S&P AND FACTSET
· | The Trust represents that it will use the Data solely for internal purposes and use in the normal conduct
of its business and will not redistribute the Data in any form or manner to any third party, except its advisers, agents and consultants. |
· | The Trust represents that it will not use or permit anyone else to use the Data in connection with creating,
managing, advising, writing, trading, marketing or promoting any securities or financial instruments or products, including, but not limited
to, funds, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over
the counter or on a private-placement basis or otherwise or to create any indices (custom or otherwise). |
· | The Trust represents that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further,
the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights,
trademarks and other intellectual property rights in or to the Data. |
· | Except as expressly permitted hereby, the Trust represents that it will not (i) copy any component of
the Data, (ii) alter, modify or adapt any component of the Data, including, but not limited to, translating, decompiling, disassembling,
reverse engineering or creating derivative works, or (iii) make any component of the Data available to any other person or organization
(including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates) directly or indirectly, for
any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar
arrangement. |
· | The Trust is obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights
and restrictive legends appearing on the Data. |
· | The Trust acknowledges that it assumes the entire risk of using the Data and shall agree to hold MSCI
or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Trust. |
· | The Trust acknowledges that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at
any time, terminate Tidal’s right to receive and/or use the Data. |
· | The Trust acknowledges that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement
between S&P, MSCI, FACTSET and Sub-Administrator, entitled to enforce all provisions of such agreement relating to the Data. |
| |
| |
THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. TIDAL, SUB-ADMINISTRATOR, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD
PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). TIDAL, SUB-ADMINISTRATOR,
ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM
ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL TIDAL,
SUB-ADMINISTRATOR, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE
TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS
OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF
THE FORM OF ACTION, EVEN IF SUB-ADMINISTRATOR, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE
MAKING OR COMPILING OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. |
Exhibit C (Fee Schedule) to the Amended and Restated
Fund Administration Servicing Agreement
Exhibit D (CCO Services)
Base CCO Services (included in monthly fee):
| 1. | Chief Compliance Officer. Tidal will designate a member of its staff (acceptable to the Board) to serve as Chief Compliance
Officer pursuant to Rule 38a-1. The CCO will be responsible for administering the Trust’s compliance policies and procedures, reporting
to the Board, providing the annual written compliance report, and any other matters required of a CCO under the 1940 Act. |
| 2. | Policies and Procedures Compliance Manual. The CCO and Tidal will proactively maintain and update the Trust’s compliance manual
to reflect regulatory changes and changes to the Trust’s business. The CCO and ▇▇▇▇▇ will draft all policies and work with management
and the Board to include all recommended revisions and changes. The CCO and Tidal will monitor the industry and regulatory developments
and recommend changes to policies and procedures as appropriate. |
| 3. | Certifications. The CCO and Tidal will ensure that all relevant personnel and service providers receive and understand the compliance
policies and procedures, obtain certifications with respect thereto, and obtain quarterly compliance certifications. |
| 4. | Annual Review. The CCO will conduct the annual review of the adequacy and effectiveness of the policies and procedures of the
Trust and the relevant service providers. Pursuant to Rule 38a- 1(a)(4)(iii), the annual report will address (A) the operation of the
compliance policies and procedures of the Funds, and each Adviser, each Sub-Adviser, each Index Provider, principal underwriter, administrator,
and transfer agent of the Funds, any material changes made to those compliance policies and procedures since the date of the last report,
and any material changes to the compliance policies and procedures recommended as a result of the annual review; and (B) each Material
Compliance Matter (as defined in Rule 38a-1(e)(2)) that occurred since the date of the last report. The review will include a review of
the compliance policies and procedures, interviews of key personnel, obtaining compliance certifications, conducting periodic site visits
of service providers (which may be by video link), reviewing internal and/or third-party compliance and internal control reports, reviewing
cited regulatory deficiencies and/or exam results, noting observed risks, and testing implementation. The CCO will provide a detailed
written report of its findings to the Board. |
| 5. | Compliance Calendar. The CCO and Tidal will create, implement, and follow a compliance calendar and project plan to ensure
the timely completion of all compliance activities by all relevant parties. |
| 6. | Advice, Guidance, and Support. The CCO and Tidal will provide periodic advice and guidance to the Board with respect to material
compliance and regulatory developments relating to the Trust. |
| 7. | Board Reporting. The CCO or a compliance representative from Tidal will attend all Board meetings and report material compliance
issues to the Board. The CCO will also review certifications of various service providers and provide periodic written compliance certifications
to the Board relating to the compliance programs of service providers. |
| 8. | On-Site Due Diligence. The CCO and Tidal will conduct an onsite due diligence review of the operations of each Adviser and
Sub-Adviser at least once every 24 months and conduct a video due diligence for the interim fiscal years. |
| 9. | Regulatory Exams. The CCO and Tidal will provide support related to responding to regulatory exams conducted by the SEC (24
hours). This will include assembling materials in response to requests, interfacing with the exam staff, and preparing a written response
to deficiencies. |
| 10. | Training. The CCO and Tidal will offer compliance training sessions (up to 6 hours per year) on topics and to personnel designated
by management or the Board. |
Additional Compliance Services (not included in monthly fee):
| - | Implementing operational procedures; |
| - | Training other than as described in Base Services; |
| - | Assisting with licensing requirements for individuals; |
| - | Conducting email reviews; |
| - | Responding to regulatory examinations in excess of the hours described in Base Services; |
| - | Responding to client inquiries or RFPs; |
| - | Reviewing fund marketing materials; |
| - | Utilizing third party technology (including manual) to manage the Code of Ethics processes; |
| - | A compliance review required within 6 months of the Effective Date; |
| - | Conducting initial reviews of Adviser or Sub-Advisers for Board approval |
| - | Providing compliance services to affiliates of the Trust; |
| - | Providing compliance services with respect to other jurisdictions, statutes, or regulations, other than as described herein; |
| - | Providing services before or after the term hereof; |
| - | Providing services with respect to additional Funds or Sub-Advisers; |
| - | Providing services not described above under “Base Services;” and |
| - | Providing other compliance services as reasonably requested. |