Correspondence 0001387131-23-007723 from Tidal Trust II (CIK 0001924868)
Tidal Trust II (CIK 0001924868)
Date: June 22, 2023 · CIK: 0001924868 · Accession: 0001387131-23-007723
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File numbers found in text: 333-264478, 811-23793
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CORRESP
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Tidal Trust II
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
June 22, 2023
VIA EDGAR TRANSMISSION
Ms. Karen Rossotto
Division of Investment Management, Disclosure Review Office
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Tidal Trust II (the “Trust”)
Post-Effective Amendment No. 75 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)
File Nos. 811-23793; 333-264478
Dear Ms. Rossotto:
This correspondence corrects a response to comments
the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”)
on June 8, 2023, with respect to the Amendment and the Trust’s proposed new series, the Blueprint Chesapeake Multi-Asset Trend ETF
(the “Fund”). In particular, the Trust inadvertently provided a completed Fees and Expenses table and Expense Example that
was calculated with out-of-date information. A corrected completed Fees and Expenses table and Expense Example are as shown in the attached
Appendix A.
If you have any questions or require further information,
please contact Michael Pellegrino at (844) 986-7676 #746 or mpellegrino@tidalfg.com.
Sincerely,
/s/ Michael T. Pellegrino
Michael T. Pellegrino, General Counsel
Toroso Investments, LLC
Exhibit A
Blueprint Chesapeake Multi-Asset Trend ETF
Fees and Expenses of the Fund
This table describes the fees and expenses that you
may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the table and Example below.
Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)
Management Fees
0.99%
Distribution and Service (12b-1) Fees
0.00%
Other Expenses(2)
0.07%
Acquired Fund Fees and Expenses (2)
0.04%
Total Annual Fund Operating Expenses
1.10%
(1)
The Fund’s adviser will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, and litigation expenses, and other non-routine or extraordinary expenses.
(2)
Based on estimated amounts for the current fiscal year.
Expense Example
This Example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem or hold all of your Shares at the end of those periods. The Example also assumes that your investment
has a 5% return each year and that the Fund’s operating expenses remain the same. The Example does not take into account brokerage
commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
1 Year
3 Years
$112
$350