Correspondence 0001999371-25-003580 from Tidal Trust II (CIK 0001924868)
Tidal Trust II (CIK 0001924868)
Date: April 1, 2025 · CIK: 0001924868 · Accession: 0001999371-25-003580
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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
April
1, 2025
VIA
EDGAR TRANSMISSION
Mr.
Raymond Be
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. 300 to the Trust’s Registration
Statement on Form N-1A (the “Amendment”)
File Nos. 811-23793; 333-264478
Dear
Mr. Be:
This
correspondence responds to comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff”
or the “Commission”) on March 13, 2025, with respect to the registration statement of the Defiance Daily Target 2X Long DJT
ETF and Defiance Daily Target 2X Long RDDT ETF, (each, a “Fund,” and together, the “Funds”). For your convenience,
the comments have been reproduced with responses following each comment. Capitalized terms not otherwise defined have the same meaning
as in the Registration Statement.
Fees
and Expenses
1. Please
supplementally provide the Staff with a completed Fee Table for each Fund pre-effectively.
Response:
The completed Fees and Expenses table and Expense Example for each Fund are the same, and are as shown in the attached Appendix A.
Principal
Investment Strategies
2. We
note that the information regarding Trump Media & Technology Group Corp. (the “Company”)
is as of June 30, 2023, please consider updating.
Response:
The Trust confirms that such data has been updated to reflect the data from the Company’s most recent 10-K filing.
If
you have any questions or require further information, please contact Michael Pellegrino at (262) 318-8442 or mpellegrino@tidalfg.com.
Sincerely,
/s/
Michael Pellegrino
Michael
Pellegrino
General
Counsel
Tidal
Investments LLC
Exhibit
A
Fees/Expenses
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
1.29%
Distribution
and/or Service (12b-1) Fees
0.00%
Other
Expenses(2)
0.02%
Total
Annual Fund Operating Expenses(3)
1.31%
(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.
(3) The
cost of investing in swaps, including the embedded cost of the swap and the operating expenses
of the referenced assets, is an indirect expense that is not included in the above fee table
and is not reflected in the expense example.
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
$133
$415