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June 28, 2023  VIA E-mail  Morrison C. Warren, Esq. Chapman and Cutler LLP 111 West Monroe Street Chicago, IL 60603   Re: Valkyrie ETF Trust II   File Nos. 333-258722, 811-23725  Dear Mr. Warren:   On May 15, 2023, Valkyrie ETF Trust II (the “Trust”) filed Post-Effective Amendment No. 18 under the Securities Act of 1933, as amended, (the “1933 Act”) and Amendment No. 22 under the Investment Company Act of 1940, as amended, (the “1940 Act”) to the Trust’s registration statement (collectively, the “Amendment”).  The Amendment contains a prospectus registering shares of Valkyrie Bitcoin Futures Leveraged Strategy ETF (the “Fund”).  We have reviewed the Amendment and provided our comments below.     Where a comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the Amendment.  All capitalized terms not otherwise defined herein have the meaning given to them in the Amendment.  We may have additional comments on such portions when you complete them in a subsequent amendment, as well as on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.  Please provide a response letter in the form of EDGAR correspondence (with a courtesy email copy to the staff) as soon as practicable.
 Bitcoin and Bitcoin Futures Related Comments

1. Disclosure in the section titled, “Important Information About the Fund” states that the
Fund does not attempt to replicate an index or any multiple or inverse of an index for a single day or any other time period.”  Disclosure in the section titled, “Principal Investment Strategies” states that the Fund “seeks to achieve its investment objective by investing its assets in futures contracts on bitcoin and other Financial Instruments . . . that provide investment exposure to the price of bitcoin. . .”  Please tell us how the Fund determines “the price of bitcoin.”

Mr. Warren, Esq.
June 28, 2023
Page 2

 2. Please explain in greater detail to the staff how the Fund intends to obtain the targeted 1x-
2x exposure.  Does the Fund intend to do that solely via investment in U.S. exchange-traded bitcoin futures (“bitcoin futures”) through the commodity subsidiary (the “Subsidiary”)?  In your explanation to the staff, please discuss the impact of high margin requirements associated with bitcoin futures on the Fund’s ability to obtain the targeted 1x-2x exposure via investments in bitcoin futures.
3. Please describe how you would expect the Fund to perform during significant daily
downturns in the price of bitcoin and bitcoin futures, such as those that occurred on June 13, 2022 and November 8 and 9, 2022.
a. Would such price changes impact the Fund’s operations, including the Fund’s
creation process and/or its ability to meet its investment objective and execute on its principal strategies?
b. Would margin requirements during the months of June and November 2022 have
prevented the Fund from carrying out its strategy?
c. What would you expect to occur in terms of discounts or premiums in response to
significant changes in secondary market demand for Fund shares?  For example, describe the potential impact on the Fund’s premium (or discount) if a large number of investors (e.g., more than 50% of net assets) were to buy (or sell) shares.
4. Please provide simulated performance for a hypothetical $10,000 invested in the Fund on
January 1 through December 31, 2022.  Please include projected daily, weekly, monthly, and annual performance data for the simulated period.
5. Please provide a VaR calculation as required under rule 18f-4 under the 1940 Act for the
simulated portfolio for each day in the months of June and November 2022.  Also include the same calculation for the index the Fund will use as the designated reference portfolio.
6. Please supplementally indicate when the Fund expects to launch.
7. Please consider including “Daily” in the Fund’s name inasmuch as the Fund seeks up to
2x returns for a single day and not any other period.
8. Please inform us whether the Fund anticipates any capacity constraints in the bitcoin
futures market that would limit the size of the Fund’s exposure to bitcoin futures, and explain to us how the Fund will monitor market capacity as new participants enter the market.
9. Please explain the Fund’s plans for Liquidity Management, including during both normal
and reasonably foreseeably stressed conditions.  Given the inability of exchange-traded funds to close to new investors, please explain in the Summary Prospectus how the Fund will manage liquidity should the Fund become so large as to require more liquidity than
the market can provide to meet potential redemptions.  In your response, please address
the impact of exceeding certain thresholds, such as Futures Commission Merchant
(“FCM”)-imposed capacity limits or the Chicago Mercantile Exchange’s (“CME’s”) position limits for a given contract, and whether these circumstances (or others) may cause the Fund to reduce its leverage to less than 1x-2x.

Mr. Warren, Esq.
June 28, 2023
Page 3

 10. Please supplementally confirm whether the Fund has lined up an FCM and who that FCM
is.
11. Please provide the staff with an outline of the Fund’s plans for complying with rule 18f-4
under the 1940 Act, including a preliminary overview of the key elements of the derivatives risk management program.  In responding to this comment, please confirm that the Fund will use relative VaR to comply with the rule given the Fund’s expected leverage and provide the designated reference portfolio.  As part of your answer, please discuss whether the designated index is unleveraged.
12. Please supplementally discuss how the Fund would value its bitcoin futures positions if
the CME halted the trading of bitcoin futures due to price limits or otherwise.
13. Please confirm that the Fund’s code of ethics applies to transactions in bitcoin and bitcoin
futures and that all employees will be required to pre-clear such transactions.
14. Please supplementally provide to staff information about the Fund’s discussions with
potential authorized participants (“APs”) or market makers:
a. Please disclose the number of APs or other firms that have expressed legitimate
interest and/or intent to act as an AP for the Fund (including information about the identities of such potential APs).
b. Please discuss the ability of APs and market makers to arbitrage the Fund’s
holdings in a manner that is expected to keep the Fund’s market price in line with its NAV.
c. Please describe what instruments the APs will use to arbitrage and whether there
will be any impact from the inability of broker-dealers to custody “physical” bitcoin?
d. Are there any unique considerations/rules from the exchange on which the Fund
plans to list that will impact the Fund’s ability to pursue its investment strategy; interact with APs; or otherwise impact the Fund’s operations?
15. Please supplementally confirm that the Fund will obtain exposure to bitcoin only through
cash-settled futures traded on an exchange registered with the Commodity Futures Trading Commission, or investment companies that are registered in the United States.
Comments Relating to the Fund’s Investment in a Wholly-Owned Subsidiary (the
“Subsidiary”)
16. Please confirm in correspondence that the Subsidiary and it board of directors will agree
to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with section 31 of the 1940 Act and the rules thereunder.
17. Please confirm that the Subsidiary and its board of directors will agree to designate an
agent for service of process in the United States.
18. Please supplementally inform the staff whether the Subsidiary’s management fee
(including any performance fee), if any, will be included in “Management Fees,” and the
Subsidiary’s expenses will be included in “Other Expense” in the Fund’s fee table.

Mr. Warren, Esq.
June 28, 2023
Page 4

 Comments Relating to Creation Units
19. Please disclose in the Statement of Additional Information that purchases and
redemptions of creation units primarily with cash, rather than through in-kind delivery of portfolio securities, may cause the Fund to incur certain costs. Please also disclose that these costs could include brokerage costs or taxable gains or losses that it might not have incurred if it had made redemption in-kind. In addition, please disclose that these costs could be imposed on the Fund, and thus decrease the Fund’s net asset value, to the extent that the costs are not offset by a transaction fee payable by an authorized participant.
Comments Regarding Rule 18f-4
20. Please provide specific details on what the portfolio will look like during the quarter
versus quarter end. As part of your response, provide a representative portfolio for the Fund for each day over a two quarter period. This representative portfolio should include the exact investments the Fund will make directly and also indirectly through the Subsidiary, and the percentage of the Fund’s assets that will be invested in those investments. Please describe any assumptions the Fund makes in assembling this representative portfolio ( e.g., assumptions around the amount of margin that will need to
be held).  Please add disclosure to the principal investment strategies that aligns with the process described herein.
21. Please add disclosure that describes how much the Fund’s performance may deviate from
2x on days that the Fund meets the Asset Diversification Test and limits its exposure to 25% or less. Please add disclosure that describes how the Fund meets its 2x objective on those days.
22. Has the adviser received a tax opinion confirming that the proposed strategy is not in
contravention of the Asset Diversification Test? If yes, please provide this opinion to the staff. Please provide an accounting analysis under ASC 740 related to the tax position on asset diversification and complying with gross income tests to determine whether a tax liability would be necessary (cite applicable U.S. GAAP).
23. Please explain how the Fund’s 1x-2x investment objective will be impacted if FCMs
charge higher than current prevailing margin rates. Please provide hypothetical estimates for margin rates of 1.25%, 1.40% and 1.50%.
24. Please supplementally confirm to the staff that the Fund believes it could have achieved
its 1x-2x investment objective, net of expenses, every day over the past 2 years, while also qualifying as a registered investment company under Subchapter M and explain what testing has been run to confirm its belief.
25. Please clarify whether the Fund intends to sell futures held in the Subsidiary around
quarter-end. If it does so intend, does the Fund expect challenges with respect to trading near the quarter-end if it has to sell a significant amount of futures? For example, could
bid-ask spreads widen? What specific indications is the Fund relying on to assure it will
be able to find block trades when needed. Please disclose the risks associated with significant trading activity near quarter-end, including the risk of widening bid-ask spreads, if applicable.

Mr. Warren, Esq.
June 28, 2023
Page 5

 26. Please advise the staff whether the Fund anticipates any widening in spreads between the
Fund’s NAV and market price during days where the Fund is seeking to meet the Asset Diversification Test. Additionally, please describe to us any impact to the creation and redemption process on days that the Fund must meet the Asset Diversification Test and how the Fund will address any disruptions to the creation/redemption process.
27. Does the Fund anticipate greater ETF holder transactions (and therefore greater
redeems/creates) at quarter end? If yes, will the Fund need to maintain an extra cash buffer at that time, while it also will be adjusting its portfolio to comply with the Asset Diversification Test?
28. Please supplementally describe which auditor (Cayman or domestic) will play a
substantial role in the preparation or furnis hing of an audit report and serve as the
registrant’s principal auditor.
29. Please revise the disclosure in the Principal Investment Strategies section to provide more
details about how the Fund will be managed, including how the portfolio holdings of the Subsidiary and Fund will change at quarter-end in order to meet the Asset Diversification Test to qualify for treatment as a regulated investment company under Subchapter M of the Internal Revenue Code and the use of a “cure period” if any. Please also revise the Principal Risk disclosure to reflect any related risks.
30. Please prominently state in the Principal Investment Strategies section that, periodically
the Fund may not achieve its objective of daily returns of 1x-2x, and may return substantially less than that on days that the Fund must reduce its exposure to futures to meet the Asset Diversification Test.
31. Please include the following in the statutory prospectus or in a tax opinion of the Fund:
“Accordingly, because Congress saw fit, beginning in 1942, to explicitly reject the approach of a continuous or ongoing test, and instead to adopt an asset diversification test that would be met at quarter-end, the Registrant believes meeting the test at quarter-end while purposefully and continuously investing substantially more than 25% of assets in the Subsidiary throughout the quarter is consistent with the asset diversification test.” Please also include either in the prospectus or in a tax opinion of the Fund that the Fund may use a “cure” period to meet the Asset Diversification Test.
32. Please confirm that the Fund will file as an exhibit to the registration statement a tax
opinion covering the Fund’s status as a RIC with respect to the Asset Diversification Test.
Cover Page
33. Please change the Fund’s proposed ticker symbol.
Important Information About the Fund – Page 1
34. Please revise the disclosure that the Fund “may” only be suitable for investors that
understand the Fund’s risks to state that the Fund “is” only suitable for those investors.
35. Please state in this section that the Fund is intended to be used only as a short-term
trading vehicle.

Mr. Warren, Esq.
June 28, 2023
Page 6

 36. Please state that this Fund in not intended to be used by, and is not appropriate for,
investors who do not actively monitor and manage their portfolio (rather than saying they “should” actively manage their investments).
Principal Investment Strategies – Page 2
37. In the third paragraph, disclosure states that the Adviser will determine the amount of
leverage to be used by the Fund “based on real-time risk sentiment through technical analysis.”  Please disclose how the Fund will assess “real-time risk sentiment through technical analysis” and how this relates to various investment outcomes for investors in the Fund.  Currently, the disclosure does not adequately explain when and why the investment adviser will choose various exposures to bitcoin futures.  Please tell us whether it is possible for the Fund to fall below 100% exposure, fall to 0% exposure, or short exposure.
Principal Investment Strategies – Page 3
38. In the first sentence of the first paragraph, disclosure states that “Financial Instruments”
include forward contracts .  Please delete references to forward contracts.
39. Please remove discussion of swaps throughout the Amendment since the Fund may not
engage in swaps to gain bitcoin exposure.
40. Since the Fund does not invest in bitcoin directly, please move the “Bitcoin” paragraph
after the Bitcoin Futures Contracts section.
41. Please remove any reference to bitcoin, and any other asset that is issued and transferred
using distributed ledger or blockchain technology, as a digital currency or cryptocurrency from the prospectus. In this regard, we note that bitcoin presently is not widely accepted as a medium of exchange. Please clarify this point where you di