Correspondence 0001999371-24-013133 from Tidal Trust II (CIK 0001924868)
Tidal Trust II (CIK 0001924868)
Date: Oct. 8, 2024 · CIK: 0001924868 · Accession: 0001999371-24-013133
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File numbers found in text: 333-264478, 811-23793
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CORRESP
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filename1.htm
Tidal
Trust II
234
West Florida Street, Suite 203
Milwaukee,
Wisconsin 53204
October
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. 242 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)
File
Nos. 811-23793; 333-264478
Dear
Ms. White:
This
correspondence provides an updated response to the comments the Trust received from the staff of the U.S. Securities and Exchange Commission
(the “Staff” or the “Commission”) on August 26, 2024, with respect to the Registration Statement and the Trust’s
proposed new series, the Defiance Large Cap ex-Mag 7 ETF (the “Fund”). Capitalized terms not otherwise defined have the same
meaning as in the Registration Statement.
In
particular, in coordination with the Trust’s Board of Trustees, the Fund’s investment adviser has determined to lower the
Fund’s unitary management fee from 55 basis points to 35 basis points. The updated Fees and Expenses table, along with the Expense
Example, are provided in Appendix A.
If
you have any questions or require further information, please contact Michael Pellegrino at (262) 318-8442 or mpellegrino@tidalfg.com.
/s/
Michael Pellegrino
Michael
Pellegrino
General
Counsel
Tidal
Investments LLC
Appendix
A
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
0.35%
Distribution
and/or Service (12b-1) Fees
0.00%
Other
Expenses(2)
0.00%
Total
Annual Fund Operating Expenses
0.35%
(1) The
Fund’s investment adviser, Tidal Investments LLC (the “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 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 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
$36
$113
2