Correspondence 0001999371-24-000473 from Tidal Trust II (CIK 0001924868)
Tidal Trust II (CIK 0001924868)
Date: Jan. 17, 2024 · CIK: 0001924868 · Accession: 0001999371-24-000473
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File numbers found in text: 333-264478, 811-23793
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CORRESP
1
filename1.htm
Tidal
Trust II
234
West Florida Street, Suite 203
Milwaukee,
Wisconsin 53204
January
17, 2024
VIA
EDGAR TRANSMISSION
Mr.
David Matthews
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. 134 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)
File
Nos. 811-23793; 333-264478
Dear
Mr. Matthews:
This
correspondence responds to the Trust’s response letter to comments the Trust received from the staff of the U.S. Securities and
Exchange Commission (the “Staff” or the “Commission”) on December 20, 2023, with respect to the Amendment and
the Trust’s proposed new series, the Defiance Treasury Alternative Yield ETF (the “Fund”). The Trust has determined
to reduce the Fund’s management fee. As a result, the Fund’s completed Fees and Expenses table has been adjusted to reflect
the lower rate, which is attached hereto as Exhibit A.
If
you have any questions or require further information, please contact Michael Pellegrino at (844) 986-7700 #746 or mpellegrino@tidalfg.com.
Sincerely,
/s/
Michael T. Pellegrino
Michael
T. Pellegrino, General Counsel
Tidal
Investments LLC
Exhibit
A
Defiance
Treasury Alternative Yield 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
0.75%
Distribution and/or Service
(12b-1) Fees
0.00%
Other Expenses(2)
0.00%
Total Annual Fund Operating
Expenses
0.75%
(1)
The Fund’s adviser
will pay, or require a sub-adviser to pay, all of the Fund’s expenses, except for the following: advisory and sub-advisory
fees, interest charges on any borrowings, 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 Investment Company Act of 1940, as amended (the”1940 Act”), 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 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
$77
$240