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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

AI Filing Summary & Sentiment

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

Date
Oct. 8, 2024
Author
Not clearly detected
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. 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:

Year Years

$36 $113

Show Raw Text
CORRESP
1
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