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Correspondence 0001999371-24-003314 from Tidal Trust II (CIK 0001924868)

Tidal Trust II (CIK 0001924868)
Date: March 8, 2024 · CIK: 0001924868 · Accession: 0001999371-24-003314

AI Filing Summary & Sentiment

File numbers found in text: 333-264478, 811-23793

Date
March 8, 2024
Author
/s/ Michael Pellegrino
Form
CORRESP
Company
Tidal Trust II (CIK 0001924868)

Letter

VIA EDGAR TRANSMISSION Division of Investment Management Washington, DC 20549 Re: Tidal Trust II (the “Trust”) Post-Effective Amendment No. 154 to the Trust’s Registration Statement on Form N-1A (the “Amendment”) File Nos. 811-23793; 333-264478

Dear Ms. White:

This correspondence is a follow-up letter related to comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”) on February 20, 2024, with respect to the Registration Statement and the Trust’s proposed new series, the Even Herd Long Short ETF (the “Fund”). Capitalized terms not otherwise defined have the same meaning as in the Registration Statement.

Unfortunately, the response letter filed earlier today was inadvertently incomplete. The fees and expenses set forth Exhibit A to this letter reflects correct Fees and Expense table information. We apologize for any confusion that the prior letter may have caused.

If you have any questions or require further information, please contact Michael Pellegrino at (844) 986-7700 (Extension 746) or mpellegrino@tidalfg.com.

Sincerely,
/s/ Michael Pellegrino

Show Raw Text
CORRESP
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Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

March 8, 2024

VIA EDGAR TRANSMISSION

Ms. Alison T. White, Senior Counsel

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

  Re:
  Tidal Trust II (the “Trust”)

  Post-Effective Amendment No. 154 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)

  File Nos. 811-23793; 333-264478

Dear Ms. White:

This correspondence is a follow-up letter
related to comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”)
on February 20, 2024, with respect to the Registration Statement and the Trust’s proposed new series, the Even Herd Long Short ETF
(the “Fund”). Capitalized terms not otherwise defined have the same meaning as in the Registration Statement.

Unfortunately, the response letter filed
earlier today was inadvertently incomplete. The fees and expenses set forth Exhibit A to this letter reflects correct Fees and Expense
table information. We apologize for any confusion that the prior letter may have caused.

If you have any questions or require further
information, please contact Michael Pellegrino at (844) 986-7700 (Extension 746) or mpellegrino@tidalfg.com.

  Sincerely,

  /s/ Michael Pellegrino

  Michael Pellegrino

  General Counsel

  Tidal Investments LLC

Appendix A

EVEN HERD LONG SHORT 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

    1.15%

    Distribution and Service (12b-1) Fees

    0.00%

    Other Expenses(2)

    0.43%

    Total Annual Fund Operating Expenses

    1.58%

    (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 fees 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”), 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 hold or 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

    $161
    $499