Correspondence 0001999371-25-006411 from Tidal Trust II (CIK 0001924868)
Tidal Trust II (CIK 0001924868)
Date: May 20, 2025 · CIK: 0001924868 · Accession: 0001999371-25-006411
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File numbers found in text: 333-264478, 811-23793
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CORRESP
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Tidal Trust II
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
May 20, 2025
VIA EDGAR TRANSMISSION
Raymond Be
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. 310 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)
File Nos. 811-23793; 333-264478
Dear Mr. Be:
This correspondence supplements a prior response,
filed as correspondence on April 16, 2025 (the “Prior Response”), to comments the Trust received from the staff of the U.S.
Securities and Exchange Commission on April 3, 2025, with respect to the Registration Statement for the Trust’s new series, Return
Stacked® U.S. Stocks & Gold/Bitcoin ETF (the “Fund”). Subsequent to the filing of the Prior Response,
certain changes were made to the Fund’s fee table, an updated version of which is included as Appendix A to this letter.
Since the Fund’s Registration Statement has
already gone effective, but the Fund has not yet commenced operations, a supplement to the Fund’s registration statement will be
filed to reflect the updated fee table.
If you have any questions or require further information,
please contact John Hadermayer at (262) 318-8236 or jhadermayer@tidalfg.com.
Sincerely,
/s/ John Hadermayer
John Hadermayer
SVP Legal
Tidal Investments LLC
Appendix A
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
0.65%
Distribution and/or Service (12b-1) Fees
0.00%
Other Expenses(2)
0.00%
Acquired Fund Fees and Expenses(3)
0.03%
Total Annual Fund Operating Expenses
0.68%
(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 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 1949 (the “1940 Act”), litigation expenses, and other non-routine or extraordinary expenses.
(2)
Based on estimated amounts for the current fiscal year.
(3)
Acquired Fund Fees and Expenses (AFFEs) are estimated for the current fiscal year. AFFEs include fees and expenses incurred indirectly by the Fund as a result of investments in other investment companies.
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
$69
$218
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