SecProbe.io

CORRESP
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filename1.htm

Beau Yanoshik

Partner

+1.202.373.6133

beau.yanoshik@morganlewis.com

Via
EDGAR Correspondence

August
29, 2024

Ellie
Quarles

U.S.
Securities and Exchange Commission

Division
of Investment Management

100
F Street NE

Washington,
DC 20549

Re:
	BNY Mellon ETF Trust II (the “Registrant”)

File
Nos. 333-280471 and 811-23977

Dear
Ms. Quarles:

This
letter responds to comments you provided in a letter dated July 25, 2024, with respect to the Registrant’s Registration Statement
on Form N-1A (the “Registration Statement”). The Registration Statement was filed on June 26, 2024, and included disclosure
with respect to the following two series of the Registrant: BNY Mellon Concentrated Growth ETF and BNY Mellon Dynamic Value ETF. Summaries
of the comments and responses thereto on behalf of the Registrant are provided below.

GENERAL COMMENTS

 1. Comment: We note that substantial portions
of the Registration Statement are incomplete. Please ensure all information is included in a pre-effective amendment, including the fee
table, hypothetical expense examples, references to the auditor, auditor’s consent, and seed financial statements. A full financial
review must be performed prior to declaring the Registration Statement effective. We may have additional comments on such portions when
the Fund completes them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally
(including information about the Predecessor Fund), or on exhibits added in any amendment.

Response: The Registrant
acknowledges the staff’s comment and will complete all missing information in one or more pre-effective amendments.

Morgan, Lewis & Bockius
llp

1111 Pennsylvania Avenue,
NW

Washington, DC 20004	 +1.202.739.3000

United States
+1.202.739.3001

 2. Comment: Please
advise us if you have submitted or expect to submit any exemptive applications or no-action requests in connection with the Registration
Statement.

Response: The Registrant
confirms it has not, and does not expect to, submit any exemptive applications or no-action requests in connection with the Registration
Statement.

 3. Comment: Please update each Fund’s ticker symbol in EDGAR and
include the Fund’s ticker symbol on the cover page of the prospectus and the Statement of Additional Information. See Items
1(a)(2) and 14(a)(2) of Form N-1A; Regulation S-T, Rule 313(b)(1).

Response: The Registrant
confirms the ticker symbols will be updated on EDGAR, and the cover page of the Prospectuses and the Statements of Additional Information
have been revised to include each Fund’s ticker symbol.

PROSPECTUS

BNY Mellon Concentrated Growth
ETF

General

 4. Comment: In the “Performance” section, the Fund indicates
that a Predecessor Fund will be reorganized at which time the Fund will commence operations. Please supplementally provide the staff with
additional information and background on the Predecessor Fund, including the status of the reorganization.

Response: The Registrant
has provided the requested information to the staff supplementally.

Fees and Expenses, page 1

 5. Comment: Please supplementally provide a completed expense table
and example for each Fund.

Response:
The Registrant has provided completed expense table and example for each Fund to the staff supplementally.

 6. Comment: To the extent that the Predecessor Fund qualifies as a predecessor,
please provide the fee table based on the fees and expenses of the Predecessor Fund for the prior fiscal year, restated to reflect the
expenses for the current fiscal year.

 a. Please add a footnote explaining that this Fund is the successor to Predecessor
Fund, and that the fees and expenses have been restated to reflect the fees and expenses for the current fiscal year. See Item 3 of Form
N-1A.

 b. Please also remove footnote 1 to the fee table and reflect the Other Expenses of
the Predecessor Fund or explain supplementally how the Fund is a New Fund as defined in Instruction 6 to Item 3 of Form N-1A.

Response: With respect
to a., the Registrant has added the requested footnote. With respect to b., the Registrant has removed the footnote as requested.

 7. Comment: The footnote denoted by the asterisk
provides extraneous information. The summary prospectus should not include disclosure in response to Item 3 of Form N-1A other than the
disclosure that is required or permitted by the Item. See General Instruction C.3.(b) of Form N-1A.

Response: The Registrant
has removed the footnote as requested.

Principal Investment
Strategy, page 1

 8. Comment: The Fund discloses that it will invest
principally in common stocks. If the Fund’s principal investments will include other equity investments (e.g., investments in initial
public offerings, master limited partnerships, limited liability companies, preferred stock, real estate investment trusts, or warrants,
which are identified as equity securities in the SAI), please provide disclosure about those principal investments and related risks.
This comment applies to both Funds.

Response: The Registrant
confirms that the Fund does not currently intend to invest in other types of equity investments as part of its principal investment strategy.
With respect to the BNY Mellon Dynamic Value ETF, the “Fund Details” section has been revised
to indicate the Fund may invest in real estate investment trusts and depositary receipts as non-principal strategies. Corresponding non-principal
risk discussions have also been included.

 9. Comment: Please define how the Fund will determine
whether a company is a foreign security.

Response: The Registrant
has revised the first sentence of the fourth paragraph as follows:

The fund may invest up to
10% of its net assets in direct investments in foreign securities (i.e., issued by companies organized under the laws of countries
other than the U.S.). In addition to direct investments in foreign securities, the fund also may invest in U.S. dollar-denominated
American Depositary Receipts (ADRs).

 10. Comment: Each Fund
provides significant disclosure about derivatives in the SAI. To the extent a Fund uses derivatives as part of its principal investment
strategies, or such use subjects the Fund to a principal risk, the principal investment strategies and principal risks sections should:
(1) adequately discuss the specific derivative instruments used to achieve the Fund’s investment objective, and (2) specifically
address the purposes for the use of such derivatives to ensure that the information provided is not too generic or standardized. See Barry
Miller Letter to the ICI, available at https://www.sec.gov/divisions/investment/guidance/ici073010.pdf.
This comment applies to both Funds.

Response:
The Registrant confirms that neither the BNY Mellon Concentrated Growth ETF nor the BNY Mellon Dynamic Value ETF currently intends to
use derivatives as part of its principal investment strategy.

 11. Comment: As noted in the Fund’s SAI,
with respect to the risks of stock investing, please disclose that holders of common stock have a lower priority in reorganization and
bankruptcy proceedings. This comment applies to both Funds.

Response: The Registrant
has revised the “Risks of stock investing” discussion as follows:

Risks of stock investing.
Stocks generally fluctuate more in value than bonds and may decline significantly over short time periods. There is the chance that stock
prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The market
value of a stock may decline due to general market conditions or because of factors that affect the particular company or the company’s
industry. Holders of common stock incur more risk than holders of preferred stock and debt obligations because common stockholders,
as owners of the issuer, generally have inferior rights to receive payments from the issuer in comparison with the rights of holders of
debt obligations or preferred stock issued by the issuer.

 12. Comment: With respect to foreign investment
risk, to the extent that the Fund will have principal investments in emerging markets, please discuss in response to the principal investment
strategy and disclose the related risk. See ADI 2020-11 – Registered Funds’ Risk Disclosure Regarding Investments in Emerging
Markets, available at https://www.sec.gov/about/divisions-offices/division-investment-management/accounting-disclosure-information/registered-funds-risk-disclosure-investments-emerging-markets.
Please also consider whether disclosure regarding a specific country or region is warranted. This comment applies to both Funds.

Response: The Registrant
confirms neither the BNY Mellon Concentrated Growth ETF nor the BNY Mellon Dynamic Value ETF
currently intends to invest in emerging markets as part of its principal investment strategy.

 13. Comment: We note the disclosure regarding fluctuation
of net asset value, share premiums, and discounts risk. For clarity, consider disclosing that the market price may deviate from the value
of the ETF’s underlying holdings and that this can be reflected as a spread between the bid and ask prices for the ETF quoted during
the day or a premium or discount in the closing price from the ETF’s NAV. This comment applies to both Funds.

Response: The Registrant
believes the current disclosure is appropriate. The Registrant notes an ETF’s shares may trade at prices above (premium) or below
(discount) the value of the ETF’s underlying holdings throughout the day (i.e., the premium or discount is not only with respect
to the closing price). The bid-ask spread refers to the highest price a buyer is willing to pay to purchase shares of an ETF (bid) and
the lowest price a seller is willing to accept for shares of the ETF (ask), and is not necessarily a reflection of whether an ETF’s
shares are trading at a premium or discount from the value of its underlying holdings.

Performance, page
4

 14. Comment: Please supplementally identify the
broad-based securities market index that the Fund will use. This comment applies to both Funds.

Response: The
BNY Mellon Concentrated Growth ETF currently intends to use the S&P 500 Index as its broad-based securities market index. The BNY
Mellon Dynamic Value ETF currently intends to use the Russell 1000 Index as its broad-based securities market index.

 15. Comment: Please clarify whether or not the
Predecessor Fund had substantially similar objectives, policies, and investment strategies as the Fund.

Response: The Registrant
has revised the first paragraph in response to the comment and provided to the staff supplementally.

 16. Comment: We may have further comments on this
section once you have provided us with more information about the Predecessor Fund.

Response: The Registrant
acknowledges the staff’s comment.

Goal and Approach, page 5

 17. Comment: Please revise the disclosure related to your
principal investment strategy and risks based on the comments on the disclosure provided in response to Item 4. This comment applies to
both Funds.

Response: The Registrant
has made applicable revisions as requested.

 18. Comment: Please disclose how the sub-adviser
is alert to companies that it considers undervalued and provide a plain English description of attribution software.

Response: The Registrant
has revised the second paragraph as follows:

In choosing stocks, the fund’s
sub-adviser first identifies sectors that it believes will expand over the next three to five years or longer. Using fundamental analysis,
the fund’s sub-adviser then invests in growth companies within these sectors that it believes have dominant positions in their industries
and that have demonstrated sustained patterns of profitability, strong balance sheets and/or an expanding global presence. The fund’s
sub-adviser also is alert to seeks to identify companies which it considers undervalued in terms of current
earnings, assets, or growth prospects. The sub-adviser routinely evaluates the fund’s portfolio for changing qualitative risks,
which may include, but is not limited to, shifting company competitive status, turnover in company management, and adverse industry developments.
As a supplement to its primarily qualitative approach to risk, the fund’s sub-adviser utilizes attribution
software designed to quantify the contribution of various investment factors to overall portfolio performance and equity
risk factor models to conduct scenario analysis to enhance its understanding and management of the risk profile of the fund’s portfolio.
The fund’s portfolio typically will consist of 25-35 companies.

 19. Comment: The disclosure indicates that the
Fund sells a stock when there is a “significant adverse change in the company’s business fundamentals that may lead to a sustained
impairment in earnings power.” Please provide examples of the types of changes the sub-adviser would consider.

Response: The Registrant
has revised the sixth paragraph as follows:

The fund typically sells a stock
when the fund’s sub-adviser believes there is a significant adverse change in the company’s business fundamentals (e.g.,
an increase in market competition, a decrease in the company’s market share, and/or a decrease in customer demand for the company’s
product) that may lead to a sustained impairment in earnings power.

Investment Risks

 20. Comment: We note the risk disclosure about
the fluctuation of net asset value, share premiums, and discount risk. Please delete the parenthetical regarding the trading of closed-end
funds as it is not relevant to the operations of the Fund and could cause investor confusion. This comment applies to both Funds.

Response: The Registrant
has removed the parenthetical as requested.

 21. Comment: At the end of the risk disclosure,
the Fund provides disclosure about risks that “are not anticipated to be principal risks.” Please include a heading that indicates
that the following risks are non-principal risks or relocate these risks to the SAI. See June 2014 Guidance Regarding Mutual Fund Enhanced
Disclosure, available at https://www.sec.gov/investment/im-guidance-2014-08.pdf.
This comment applies to both Funds.

Response: The Registrant
has added the requested heading.

Additional Purchase and
Sale Information, page 11

 22. Comment: With respect
to the disclosure in clause (vi), the staff reminds the Funds that such information must be maintained for at least one year thereafter.
See Rule 6c-11(c)(1)(vi) under the Investment Company Act of 1940. This comment applies to both Funds.

Response:
The Registrant acknowledges the staff’s comment.

Financial Highlights, page 16

 23. Comment: Please provide the auditor’s
consent for the Predecessor Fund financial information.

Response: The Registrant
confirms an auditor’s consent for the Predecessor Fund financial information will be included as an exhibit to a pre-effective amendment
filing.

BNY Mellon Dynamic Value ETF

Principal Investment Strategy, page 1

 24. Comment: In the second paragraph, please provide
additional summary disclosure about how the sub-adviser considers the three key factors. See Item 4(a) of Form N-1A.

Response: The Registrant
has revised the second paragraph as follows:

The fund’s sub-adviser identifies
potential investments through extensive quantitative and fundamental research. The fund focuses on individual stock selection (a “bottom-up”
approach), emphasizing three key factors: intrinsic value, sound business fundamentals and positive business momentum.

 • intrinsic value: the sub-adviser analyzes a
company’s traditional measures, such as price-to-earnings ratio, price-to-book ratio, price-to-sales ratio, and cash flows, to determine
if the company is priced below its intrinsic value;

 • sound business fundamentals: the sub-adviser
analyzes a company’s balance sheet, income, and cash flow data to determine the company’s financial history and cu