SecProbe.io

CORRESP
1
filename1.htm

JOHN H. LIVELY, Managing Partner

john.lively@practus.com

11300 Tomahawk Creek Pkwy., Suite 310

Leawood, KS 66211

(913) 660-0778

December 10, 2025

Mr. Jay Williamson

Branch Chief

Division of Investment
Management

U.S. Securities
and Exchange Commission

100 F Street,
N.E.

Washington, D.C.
20549

 Re: Truth Social Funds (File Nos. 333-29289 and 811-08255)

Dear Mr. Williamson:

This
letter provides the response of Truth Social Funds (the “Trust” or the “Registrant”) to comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided to Practus, LLP, on a
call on November 21, 2025. The comments relate to Post-Effective Amendment (“PEA”) No. 96 to the registration statement
of the Trust, which was filed on September 10, 2025, under Rule 485(b) of the Securities Act of 1933, as amended (the “1933
Act”). PEA 96 was filed to register shares of five new series of the Trust: Truth Social American Security & Defense ETF,
Truth Social American Next Frontiers ETF, Truth Social American Icons ETF, Truth Social American Energy Security ETF, and Truth Social
American Red State REITs ETF (each a “Fund” and collectively, the “Funds”). For your convenience, I have
summarized the comments in this letter and provided the Trust’s response below each comment. Capitalized terms not defined in this
letter shall have the same meaning ascribed to such term in the PEA.

General
Comments

 • Please file this comment response letter on EDGAR
such that the Staff has at least five business days to review.

 • Please also apply any new or revised disclosure
in one section to similar disclosure in other sections throughout the registration statement. Identify and explain any variations in the
disclosures.

 • The Registrant is responsible for the adequacy
and accuracy of the disclosures in the filing and Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing.

 • Prior to the effectiveness of the subsequent
amendment, please complete any missing or bracketed information contained in PEA 96.

Response:
The Trust acknowledges the points made above in the “General Comments.”

 1. Comment: It appears that the Trust has not made any filings since 2015. The Staff also

Mr. Jay Williamson

U.S. Securities and Exchange Commission

December 10, 2025

notes that all prior series of the Trust are labeled
 “inactive” in EDGAR. Please supplementally provide to us the Trust activity history including:

1. when any series was active since
January 2015 and when such series became inactive;

2. whether the Trust or any series
of the Trust had any shareholders or shares outstanding at any time since January 1, 2015);

3. whether the Trust had any filing
obligations with the SEC during this period and how they were met; and

4. whether the Trust conducted any
business activities during that period.

Response:    The
Trust confirms that since February 2015, when the last active series were reorganized from the Trust, the Trust has not had any
active portfolio series until the current Funds were established as series of the Trust. The Registrant did not file an N-8F to
deregister. The Trust is not aware of any filing obligations with the SEC that have existed since February 2015 until the
current funds have been established, and the Trust filed the PEA. The Trust further confirms that other than various
organizational-related filings with the state authorities in Ohio and Maryland, the Trust has not conducted any business activities
since early 2015.

As noted above, the Registrant did
not to file an Application for Deregistration of Certain Registered Investment Companies on Form N-8F. The Registrant’s administrator
has been seeking business opportunities for the Registrant and had not identified any candidates until the current circumstances.

In 2025, the Registrant was reorganized
from a Maryland corporation to a new Ohio business trust (the current “Trust”). A meeting of the Registrant’s board
was held on October 25, 2025, at which point, among other things, new trustees of the Trust were put in place and the Funds were
officially established and designated as series of the Trust. The Trust intends to file its Amended and Restated Agreement and Declaration
of Trust and Bylaws as exhibits to its next post-effective amendment to be filed under Rule 485(b).

 2. Comment: With regard to the name of the Trust, the Staff notes that the name of the Registrant
contains “Truth Social.” The Staff also notes the existence of a social media site with the name Truth Social. Please supplementally
explain the relationship between the Registrant and the Funds on the one hand, and that third-party, Truth Social, on the other. In your
response, please address issues including advisory status, trademark rights, licensing or sponsorship agreements, etc. Please also
note that any such licensing or sponsorship agreements may be required to be filed as an exhibit to the Trust’s registration statement.

If no relationship
exists, please remove the reference to Truth Social from the Fund names or supplementally explain why the use of that term in the Trust’s
and the Funds’ names would not be materially misleading. If a relationship exists, please note certain disclosure items and exhibit
requirements may apply. As examples, please see Item 15. “Fund History”, Item 17. “Management of the Fund”
(particularly paragraphs a.3., b.7

       2

Mr. Jay Williamson

U.S. Securities and Exchange Commission

December 10, 2025

and b.8), Item 18. “Control
Persons”, Item 19. “Investment Advisory and Other Services” (particularly paragraphs C through E, and H), and
Items 28 and 29 should be reviewed and their disclosure implications considered. Please ensure that your response contains enough factual
and legal discussion to enable the Staff to understand how you arrived at your conclusion that disclosure requirements were met.

Response:
Trump Media & Technology Group Corp. (“TMTG”) is the operator of the Truth Social media platform, the Truth+ streaming
platform, and the Truth.Fi FinTech brand incorporating America First investment vehicles. TMTG has licensed to Yorkville America Equities,
LLC (the “Adviser”) the rights to certain of its intellectual property assets, including the “Truth Social” name
for its branded investment products, including the Funds and Underlying Indexes and the name of the Trust.

The Adviser to the Registrant has considered
the disclosure obligations noted in your comments and has confirmed that it believes that the Registrant satisfied the disclosure requirements
of Form N-1A, including the disclosure items referenced by the Staff above.

All Series

Information
About the Truth Social™ - Yorkville™ American Security & Defense Index

 3. Comment: The Staff notes in the
                                            second sentence the reference to the parenthetical “25% for existing components.”
                                            Please explain what the term “existing components” means. Please also supplementally
                                            explain why the Advisor believes holding companies deriving only 25% or 20% (in the third
                                            sentence) revenues from the “national defense and security industries” would
                                            be appropriate given this Fund’s name.

Response:
The Registrant has revised the disclosure in response to the Staff’s comments, including revising the term “existing components”
to “existing constituents in the Underlying Index.”

The requirement that companies must
derive at least 25% (or 20% for existing constituents in the Underlying Index) relates to the Underlying Index secondary geographic screening
and not to the primary screening of revenues derived from “national defense and security industries”, which is related to
the Fund’s name.

 4. Comment:
                                            Clarify how the index selects individual securities from this universe. Please supplementally
                                            provide the indexes white paper explaining its methodology. Also, for each index ETF please
                                            supplementally provide us with its anticipated top ten holdings, including company name,
                                            index weight and a brief discussion of how each company meets the index criteria.

Response:
The Registrant has revised the disclosure in response to the Staff’s comments. The Registrant has supplementally provided
the white paper and the top ten holdings for four of the Underlying Indexes. The white paper and top ten holdings for the fifth index
will be provided as soon as it is finalized.

       3

Mr. Jay Williamson

U.S. Securities and Exchange Commission

December 10, 2025

 5. Comment:
                                             The Staff notes the sixth sentence in the same paragraph: “[The Underlying Index]
                                            also applies 1792 Exchange screening.” Supplementally please explain how 1792 Exchange
                                            develops and implements these ratings. To the extent it exercises discretion in providing
                                            such ratings for companies to be included in the index, please explain why such activities
                                            would not constitute investment advice.

Response:
The 1792 Exchange is a nonprofit organization that evaluates publicly traded companies for “Corporate Bias Risk” by assessing
whether a company engages in, or is likely to engage in, conduct perceived as discriminatory on the basis of political or religious viewpoints.
Its analysis is based on six published criteria: (i) whether the company has denied service to customers, suppliers, or vendors
based on political or religious beliefs or has corporately boycotted, divested from, or sanctioned regions, groups, or industries; (ii) whether
charitable-giving policies, including employee-matching programs, discriminate against organizations based on viewpoint or religious
belief; (iii) whether employment policies fail to protect against discrimination based on political affiliation, political views,
or religion; (iv) whether the company uses its corporate reputation to support ideological causes or organizations hostile to freedom
of religion or speech; (v) whether the company uses corporate funds to advance ideological causes or policies hostile to freedom
of religion or speech; and (vi) whether corporate political contributions are used for ideological, non-business purposes in a manner
that may restrict freedom of religion or speech. Companies are assigned ratings of “Lower,” “Medium,” or “High”
risk—designated by green, yellow, or red indicators, respectively—based on their overall performance across these criteria.

The 1792 Exchange’s methodology
is rules-based and transparent, and the resulting indicators are intended to provide information on corporate engagement in the ideological
activities described above. The organization does not recommend, suggest, or opine regarding whether any company is an appropriate investment,
and its outputs relate solely to company policies and conduct—not to financial characteristics, valuation, expected returns, or
other investment considerations.

The Underlying Index is likewise fully
rules-based and does not utilize the 1792 Exchange’s overall “risk ratings” when determining eligibility or constituent
selection. Instead, the Index receives factual data points from the 1792 Exchange relating to specific screened activities (as enumerated
in the Appendix to the Index Guide) and applies objective, binary inclusion/exclusion rules based solely on whether those activities
are present. No element of the Index methodology relies on any judgment by the 1792 Exchange as to investability, and the 1792 Exchange
exercises no discretion in determining whether a company may be included in the Index.

 6. Comment:
                                            The Staff notes the sentence later in the same paragraph that states” Companies not
                                            covered by the 1792 Exchange are eligible,” Please clarify how the Underlying
                                            Index applies 1792 Exchange screening as compared to this sentence (“Companies not
                                            covered by the 1792 Exchange are eligible, and missing data is

       4

Mr. Jay Williamso

U.S. Securities and Exchange Commissio

December 10, 2025

assumed not to
disqualify inclusion”) which appears to indicate that screening is not necessary.

Response:
To the Staff’s point regarding the sentence: “Companies not covered by the 1792 Exchange are eligible,” the following
clarifications apply:

 a. Coverage-Limited Screening. The
                                            Index applies 1792 Exchange screening only where data exists. If the 1792 Exchange has not
                                            collected information on a company, the methodology treats the company as having no disqualifying
                                            information on that specific criterion. This is disclosed in the methodology and is consistent
                                            with the Index’s fully transparent rules-based approach.

 b. No Discretion. Because the Index
                                            screens only on observable factual data received from the 1792 Exchange and does not incorporate
                                            1792’s judgment-based ratings or any supplemental analysis, the use of such information
                                            does not involve the 1792 Exchange providing investment advice or making investment determinations.

 c. Due Diligence and Transparency.
                                            The Index Provider has performed due diligence on the 1792 Exchange and believes its data-collection
                                            approach to be transparent and quantitative, further supporting that the information is purely
                                            factual and not advisory in nature.

In this way, 1792 Exchange data is
one of several objective data sources used to apply bright-line eligibility screens. The Index Provider alone determines inclusion or
exclusion pursuant to the published methodology, and the 1792 Exchange plays no role in portfolio design, security selection, or investment
recommendation.

The Registrant
has revised the disclosure in response to the Staff’s comments.

 7. Comment: The Staff notes that
                                            this Information about the Index paragraph is very long and dense. Please consider
                                            using separate paragraphs and white space to make details more readable. Also consider moving
                                            some of these details to Item 9 disclosure.

Response:
The Registrant has revised the disclosure in response to the Staff’s comments to make the section more readable.

 8. Comment:
                                            The Staff notes the reference to “free float factor of at least 10%” in the Information
                                            about the Index section, explain briefly what a free float factor is.

Response:
The free-float factor is the amount of outstanding shares available for trading by the general public without restriction. The Registrant
has revised the disclosure in response to the Staff’s comments.

 9. Comment:
                                             The Staff notes the thirteenth sentence in this same paragraph: “No single security
                                            may