SecProbe.io

CORRESP
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filename1.htm

April
1, 2025

Via
EDGAR Correspondence

Christopher
R. Bellacicco

United States Securities and Exchange Commission

Division of Investment Management

100
F Street, N.E.

Washington, D.C. 20549

Re: Valkyrie
ETF Trust II

File
Nos. 333- 258722; 811- 23725

Dear
Mr. Bellacicco:

This
letter responds to your comments delivered telephonically regarding the registration statement filed on Form N-1A for Valkyrie ETF
Trust II (the “Registrant”) with the staff of the Securities and Exchange Commission (the “Staff”)
on January 17, 2025 (the “Registration Statement”). The Registration Statement relates to the CoinShares Digital Asset
ETF (the “Fund”), a series of the Registrant. Capitalized terms used herein, but not otherwise defined, have the meanings
ascribed to them in the Registration Statement.

Comment
1 – General

The
Staff reminds the Registrant and its management that they are responsible for the accuracy and adequacy of this disclosure, notwithstanding
any review, comments, action or absence of action by the Staff. The Staff asks that you respond to these comments in writing and give
the Staff sufficient time to review.

Response
to Comment 1

The
Registrant confirms that it will provide the Staff with a response letter in the form of correspondence with sufficient time to
review.

Comment
2 – Prospectus Summary

Please
provide a completed fee table and expense examples with your response.

Response
to Comment 2

Pursuant
to the Staff’s comment, a completed fee table for the CoinShares Digital Asset ETF is set forth on Exhibit A.

Comment
3 – Principal Investment Strategies

The
Staff notes the Fund’s 80% investment policy in the first paragraph of the “Principal Investment Strategies” section.
Please supplementally explain what the Fund will invest the remaining 20% in and, to the extent such investments will represent a part
of the Fund’s principal investment strategy, please add appropriate strategy and risk disclosure.

Response
to Comment 3

It
is the intention of the Fund to invest as close to 100% of its net assets (including investment borrowings) in the securities of investment
vehicles that offer exposure to the digital assets that comprise the CoinShares-Compass Crypto Market 35% Capped Index (the “Index”).

Comment
4 – Principal Investment Strategies

The
Staff notes the following disclosure in the “Principal Investment Strategies” section, “In order to obtain exposure
to the Component Digital Assets, the Fund will invest in the securities of… other exchange-traded pooled investment vehicles that
are listed on major U.S., Canadian and E.U. exchanges that hold or are backed by such physical digital assets and meet certain asset
and liquidity thresholds.” Please add disclosure clarifying whether the Digital Asset ETPs will be registered as investment companies
under the Investment Companies Act of 1940.

Response
to Comment 4

Pursuant
to the Staff’s comment, the above-referenced disclosure has been revised as follows:

In
order to obtain exposure to the Component Digital Assets, the Fund will invest in the securities of… (ii) other
exchange-traded pooled investment vehicles that are listed on major registered U.S., Canadian, and
E.U., and U.K. exchanges that hold or are backed by such physical digital assets and meet certain asset and
liquidity thresholds, are offered on a continuous basis, and are not registered nor required to be registered as
investment companies under the Investment Company Act of 1940 (the “1940 Act”) (collectively, “Digital Asset
ETPs”). (emphasis added)

Comment
5 – Principal Investment Strategies

The
Staff notes the following disclosure in the “Principal Investment Strategies” section, “In order to obtain exposure
to the Component Digital Assets, the Fund will invest in the securities of… other exchange-traded pooled investment vehicles that
are listed on major U.S., Canadian and E.U. exchanges that hold or are backed by such physical digital assets and meet certain asset
and liquidity thresholds.” Please disclose these asset and liquidity thresholds.

Response
to Comment 5

The
Registrant no longer intends to implement asset and liquidity thresholds. The above-referenced disclosure has been revised accordingly.
Please refer to the response to Comment 4 for the revised disclosure.

Comment
6 – Principal Investment Strategies

The
Staff notes the following disclosure in the “Principal Investment Strategies” section, “The Index, which is administered
by Compass Financial Technologies (the “Index Provider”), selects its underlying constituents from a range of eligible digital
assets and seeks to reflect large trends in the digital asset market.” Please disclose whether the Index Provider is affiliated
with the Fund, the Adviser or the Sub-Adviser.

Response
to Comment 6

Pursuant
to the Staff’s comment, the referenced disclosure has been revised accordingly.

Comment
7 – Principal Investment Strategies

The
Staff notes the following disclosure in the “Principal Investment Strategies” section, “On each day, market capitalization
is the USD market capitalization based on each asset’s circulating supply provided by CoinGecko.” Please explain what CoinGecko
is in plain English.

Response
to Comment 7

Pursuant
to the Staff’s comment, the above-referenced disclosure has been revised as follows:

On
each day, market capitalization is the USD market capitalization based on each asset’s circulating supply provided by CoinGecko.
CoinGecko is a leading independent data provider operating within the digital asset industry. (emphasis added)

Comment
8 – Principal Investment Strategies

The
Staff notes the following disclosure in the “Principal Investment Strategies” section, “Final Weights are computed
on every Rebalancing Determination Date.” Is the term “Final Weights” meant to be a defined term? To the extent that
it is a defined term, please revise the disclosure to include a definition.

Response
to Comment 8

The
Registrant confirms that the term “Final Weights” is not intended to be a defined term. Pursuant to the Staff’s comment,
the referenced disclosure has been revised accordingly.

Comment
9 – Principal Investment Strategies

The
Staff notes the following disclosure in the “Principal Investment Strategies” section, “The Index is rebalanced quarterly
on the 3rd Friday of each of January, April, July and October (or the following business day is such Rebalancing Determination Date would
fall on a weekend or holiday).” Please explain whether the Fund may rebalance in the interim if, due to investing in Digital Asset
ETPs, the Fund deviates significantly from the Index.

Response
to Comment 9

Pursuant
to the Staff’s comment, the referenced disclosure has been revised as follows:

The
Index is rebalanced quarterly on the 3rd Friday of each of January, April, July and October (or the following business day is such Rebalancing
Determination Date would fall on a weekend or holiday). The Adviser may, in its sole discretion, rebalance the Fund at any time
if, as a result of market movements, the Fund’s portfolio deviates significantly from the Index. (emphasis added)

Comment
10 – Principal Investment Strategies

The
Staff notes the following disclosure in the “Principal Investment Strategies” section, “[Valkyrie Funds LLC (“Valkyrie”
or the “Adviser”) serves as the Fund’s investment adviser and [____] (“___” or the “Sub-Adviser”)
serves as the Fund’s investment sub-adviser.]” Please identify the Sub-Adviser in your response.

Response
to Comment 10

Pursuant
to the Staff’s comment, the referenced disclosure has been revised accordingly.

Comment
11 – Risk Factors

Regarding
any digital asset holdings that the Fund considers non-principal, please consider including a non-principal risks section after the Principal
Risks in Item 9 to provide said risks for these digital assets.

Response
to Comment 11

Specific
risks regarding the significant positions of the Index as it is currently constructed have been included in the prospectus. These include
specific risk factors regarding Bitcoin, Ether, Solana and XRP. It is anticipated that, for the foreseeable future, these positions will
remain the vast majority of the Index’s weightings. Other positions represent significantly smaller weightings within the Index
and such positions are subject to fluctuation and possible replacement by other digital assets. The risks of the non-significant positions
in those digital assets have been described generally and the Adviser believes the risks included in the prospectus adequately address
the risks of the non-significant positions. To the extent that any non-significant position increases to over 20% of the Trust’s
portfolio, the Fund will update its prospectus disclosure to include more specific risks regarding such digital asset.

Comment
12 – Risk Factors – Bitcoin Risk

The
Staff notes the following disclosure in the Bitcoin Risk, “Throughout 2023, bitcoin prices continued to exhibit extreme volatility.
Such volatility may persist.” Please update to include discussion of 2024.

Response
to Comment 12

Pursuant
to the Staff’s comment, the referenced disclosure has been revised accordingly.

Comment
13 – Risk Factors – Ether Risk

The
Staff notes the following disclosure in the Bitcoin Risk, “Any enforcement action by the SEC or a state securities regulator asserting
that ether is a security, or a court decision, to that effect would be expected to have an immediate material adverse impact on the trading
value of ether, as well as the Shares.” Please include similar disclosure in the Solana Risk and XRP Risk.

Response
to Comment 13

Pursuant
to the Staff’s comment, the Solana Risk and XRP Risk have been revised accordingly.

Comment
14 – Risk Factors – Solana Risk

The
Staff notes the following disclosure in the Bitcoin Risk, “Moreover, in the past, bugs, defects and flaws in the source code for
digital assets have been exposed and exploited, including flaws that disrupted normal Solana Network, Solana Client, or DApp and smart
contract operations or disabled related functionality for users, exposed users’ personal information and/or resulted in the theft
of users’ digital assets.” Please explain in plain English what Solana Client and DApp are.

Response
to Comment 14

Pursuant
to the Staff’s comment, the Solana Risk has been revised accordingly.

Comment
15 – Risk Factors – Digital Asset Industry Risk

Please
update the Digital Asset Industry Risk to include a discussion of 2024.

Response
to Comment 15

Pursuant
to the Staff’s comment, the Digital Asset Industry Risk has been revised accordingly.

Comment
16 – Risk Factors – Digital Asset Competition Risk

The
Staff notes that the information in the Digital Asset Competition Risk is provided as of December 31, 2023. Please confirm that the information
is provided as of the most recent date or revise to provide current information.

Response
to Comment 16

Pursuant
to the Staff’s comment, the Digital Asset Competition Risk has been revised accordingly.

Comment
17 – Risk Factors – Debt Securities Risk

The
Staff notes the following disclosure in the Debt Securities Risk, “During periods of falling interest rates, the income received
by the Fund may decline.” Please consider updating this disclosure.

Response
to Comment 17

The
Registrant respectfully submits that, in the context of the Debt Securities Risk, the above-referenced disclosure is not intended to
reflect the current market conditions. The Debt Securities Risk discloses the impact that changing interest rates may have on the Fund
and contains separate discussions of the impact of rising interest rates and declining interest rates. Accordingly, the Registrant believes
the disclosure as currently drafted is accurate and appropriate for investor comprehension.

Comment
18 – Risk Factors – Industry Concentration Risk

The
Staff notes the following disclosure in the Industry Concentration Risk, “The Fund concentrates its investments in the industry
or group of industries comprising the information technology sector.” This disclosure is different than the corresponding disclosure
in the last sentence of the “Principal Investment Strategies” section. Please revise the disclosure to be consistent in describing
the Fund’s industry concentration.

Response
to Comment 18

The
Registrant has reviewed the Fund’s anticipated portfolio and no longer believes the Fund will concentrate its investments in the
industry or group of industries comprising the information technology sector. Accordingly, the Industry Concentration Risk has been removed
from the prospectus.

Comment
19 – Risk Factors – Emerging Markets Risk

Please
disclose how the Fund defines emerging market countries.

Response
to Comment 19

The
Registrant has reviewed the Fund’s anticipated portfolio and no longer believes the Fund will concentrate its investments in securities
issued by governments and companies operating in emerging market countries. Accordingly, the Emerging Markets Risk has been removed from
the prospectus.

Comment
20 – Performance

Please
supplementally identify the index or indices that the Fund intends to use as its performance benchmark.

Response
to Comment 20

The
Fund intends to use the S&P 500 Index as its performance benchmark.

Comment
21 – Risk Factors

The
Staff notes the Debt Securities Risk and Industries Concentration Risk are included in the Principal Risks under the Item 4 disclosure,
but not under the Item 9 disclosure. Please add such risks to the Item 9 disclosure.

Response
to Comment 21

Pursuant
to the Staff’s comment, the referenced disclosure has been revised accordingly.

Comment
22 – General

Please
supplementally describe the general policies and procedures related to how the Adviser, Administrator and/or Chief Compliance Officer
will monitor trades or conflicts of interest regarding Fund personnel trades of crypto assets made against or ahead of the Fund’s
purchase of Digital Asset ETPs. Please describe changes to the Fund’s and/or Adviser’s Code of Ethics to take into account
such crypto asset transactions, if any.

Response
to Comment 22

The
Adviser’s Code of Ethics generally requires the employees, officers and trustees of the Adviser to report to the Adviser and the
Adviser’s Chief Compliance Officer any investment accounts which can, even if they do not currently, hold any securities which
are defined in the Code of Ethics as “Covered Securities.” In order to monitor trades or conflicts of interest regarding
Fund personnel trades of crypto assets, the Adviser intends to amend its Code of Ethics to redefine Covered Securities to include the
investment vehicles that offer exposure to the digital assets that comprise the Index.

* * * * * * * *

Please
call me at (312) 845-3484 or my colleague James Audette at (312) 845-3421 if you have any questions or issues you would like to discuss
regarding these matters.

    Sincerely yours,

    Chapman and Cutler llp

    By:
    /s/
    Morrison C. Warren

    Morrison C.
    Warren

 cc: James
Audette, Esq., Chapman and Cutler LLP

Exhibit
A

CoinShares Digital Asset ETF

Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

    Management Fees
    0.40%

    Distribution and Service (12b-1) Fees
    0.00%

    Other Expenses(1)
    0.00%

    Tax Expense(2)
    0.00%

    Acquired Fund
    Fees and Expenses
    0.00%

    Total Annual Fund Operating Expenses
    0.40%

    Expense Waiver/Reimbursement(3)
    (0.40)%

    Total Annual Fund Operating Expenses After Waiver/Reimbursement
    0.00%

    1.     Estimate based on the expenses the Fund expects to incur for the current fiscal year.

    2.     Tax Expense is based on actual performance of the Fund and not possible to estimate.

    3.     Pursuant to an agreement with the Fund, The Fund’s investment adviser, Valkyrie Funds LLC (the “Adviser”), has voluntarily
agreed to waive