01/10/2025 | Press release | Distributed by Public on 01/10/2025 15:46
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number (811-23793)
Tidal Trust II
(Exact name of registrant as specified in charter)
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
(Address of principal executive offices) (Zip code)
Eric W. Falkeis
Tidal Trust II
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
(Name and address of agent for service)
(844) 986-7700
Registrant's telephone number, including area code
Date of fiscal year end: April 30
Date of reporting period: October 31, 2024
Item 1. Reports to Stockholders.
Roundhill Generative AI & Technology ETF Tailored Shareholder Report
semi-annualShareholder Report October 31, 2024 Roundhill Generative AI & Technology ETF Ticker: CHAT (Listed on NYSE Arca, Inc.) |
This semi-annual shareholder reportcontains important information about the Roundhill Generative AI & Technology ETF (the "Fund") for the period May 1, 2024 to October 31, 2024.You can find additional information about the Fund at https://www.roundhillinvestments.com/etf/chat/. You can also request this information by contacting us at (866) 991-5001or by writing to the Roundhill Generative AI & Technology ETF c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
What were the Fund costs for the past six months?
(based on a hypothetical $10,000 investment)
Fund Name |
Costs of a $10,000 investment |
Costs paid as a percentage of a $10,000 investment |
Roundhill Generative AI & Technology ETF |
$40 |
0.75% |
Key Fund Statistics
(as of October 31, 2024)
Fund Size (Thousands) |
$204,629 |
Number of Holdings |
46 |
Portfolio Turnover |
52% |
Sector - Investments
(% of Total Net Assets)
Percentages are based on total net assets. Cash Equivalents represents short-term investments and liabilities in excess of other assets.
What did the Fund invest in?
(as of October 31, 2024)
Top Ten Holdings |
(% of net assets) |
NVIDIA Corp. |
8.1 |
Alphabet, Inc. - Class A |
5.6 |
Microsoft Corp. |
5.1 |
Meta Platforms, Inc. - Class A |
4.1 |
Marvell Technology, Inc. |
3.6 |
Taiwan Semiconductor Manufacturing Co. Ltd. |
3.5 |
SK Hynix, Inc. |
3.4 |
Arista Networks, Inc. |
3.4 |
Advanced Micro Devices, Inc. |
3.3 |
Broadcom, Inc. |
3.0 |
How has the Fund changed?
There were no material changes during the reporting period.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants.
Householding
Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, visit https://www.roundhillinvestments.com/etf/chat/.
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6. Investments.
(a) | Schedule of Investments is included within the financial statements filed under Item 7 of this Form. |
(b) | Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
(a) |
Financial Statements
October 31, 2024 (Unaudited)
Tidal Trust II
Roundhill Generative AI & Technology ETF | CHAT | NYSE Arca, Inc.
Roundhill Generative AI & Technology ETF
Table of Contents
Page | |
Schedule of Investments | 1 |
Statement of Assets and Liabilities | 3 |
Statement of Operations | 4 |
Statement of Changes in Net Assets | 5 |
Financial Highlights | 6 |
Notes to the Financial Statements | 7 |
Schedule of Investments | Roundhill Generative AI & Technology ETF |
October 31, 2024 (Unaudited)
COMMON STOCKS - 98.8% | Shares | Value | ||||||
Commercial Services - 0.5% | ||||||||
Appier Group, Inc. (a) | 91,638 | $ | 1,002,258 | |||||
Computers - 12.9% | ||||||||
Apple, Inc. | 22,371 | 5,053,833 | ||||||
Dell Technologies, Inc. - Class C | 48,048 | 5,940,174 | ||||||
Hewlett Packard Enterprise Co. | 281,061 | 5,477,879 | ||||||
Inventec Corp. | 1,646,239 | 2,332,686 | ||||||
Quanta Computer, Inc. | 285,326 | 2,702,760 | ||||||
Wistron Corp. | 704,269 | 2,439,883 | ||||||
Wiwynn Corp. | 39,664 | 2,358,300 | ||||||
26,305,515 | ||||||||
Electric - 3.6% | ||||||||
Constellation Energy Corp. | 8,967 | 2,357,962 | ||||||
NRG Energy, Inc. | 26,180 | 2,366,672 | ||||||
Vistra Corp. | 21,291 | 2,660,524 | ||||||
7,385,158 | ||||||||
Electrical Components & Equipment - 1.7% | ||||||||
Eaton Corp. PLC | 10,279 | 3,408,311 | ||||||
Electronics - 1.2% | ||||||||
Coherent Corp. (a) | 26,050 | 2,408,062 | ||||||
Internet - 17.8% | ||||||||
Alibaba Group Holding Ltd. | 208,202 | 2,532,092 | ||||||
Alphabet, Inc. - Class A | 66,946 | 11,455,130 | ||||||
Amazon.com, Inc. (a) | 25,043 | 4,668,015 | ||||||
Baidu, Inc. - Class A (a) | 469,811 | 5,390,402 | ||||||
Meta Platforms, Inc. - Class A | 14,879 | 8,445,023 | ||||||
Tencent Holdings Ltd. | 77,261 | 4,020,864 | ||||||
36,511,526 | ||||||||
Machinery - Construction & Mining - 1.9% | ||||||||
Vertiv Holdings Co. - Class A | 35,985 | 3,932,800 | ||||||
Semiconductors - 36.2%(b) | ||||||||
Advanced Micro Devices, Inc. (a) | 46,503 | 6,699,687 | ||||||
Advantest Corp. | 75,325 | 4,523,703 | ||||||
Alphawave IP Group PLC (a) | 1,309,366 | 1,875,285 | ||||||
ARM Holdings PLC - ADR (a) | 20,784 | 2,936,779 | ||||||
ASML Holding NV | 2,708 | 1,826,285 | ||||||
Astera Labs, Inc. (a) | 45,298 | 3,178,108 | ||||||
Broadcom, Inc. | 36,732 | 6,235,992 | ||||||
Marvell Technology, Inc. | 93,165 | 7,463,448 | ||||||
Micron Technology, Inc. | 32,012 | 3,189,996 | ||||||
NVIDIA Corp. | 124,453 | 16,522,380 | ||||||
QUALCOMM, Inc. | 16,826 | 2,738,768 | ||||||
Samsung Electronics Co. Ltd. | 64,867 | 2,782,700 | ||||||
SK Hynix, Inc. | 51,834 | 6,997,590 | ||||||
Taiwan Semiconductor Manufacturing Co. Ltd. | 224,027 | 7,201,867 | ||||||
74,172,588 | ||||||||
Software - 19.1% | ||||||||
Cadence Design Systems, Inc. (a) | 4,055 | 1,119,666 |
The accompanying notes are an integral part of these financial statements. | 1 |
Schedule of Investments | Roundhill Generative AI & Technology ETF |
October 31, 2024 (Unaudited)
Iflytek Co. Ltd. - Class A | 461,600 | $ | 2,980,827 | |||||
Microsoft Corp. | 25,649 | 10,422,471 | ||||||
Nice Ltd. - ADR (a) | 13,554 | 2,354,330 | ||||||
Oracle Corp. | 33,837 | 5,679,202 | ||||||
Palantir Technologies, Inc. - Class A (a) | 113,837 | 4,731,066 | ||||||
Salesforce, Inc. | 15,751 | 4,589,369 | ||||||
SenseTime Group, Inc. - Class B (a) | 16,014,572 | 3,213,461 | ||||||
ServiceNow, Inc. (a) | 4,293 | 4,005,326 | ||||||
39,095,718 | ||||||||
Telecommunications - 3.9% | ||||||||
Arista Networks, Inc. (a) | 17,779 | 6,870,517 | ||||||
Sakura Internet, Inc. | 37,359 | 1,160,072 | ||||||
8,030,589 | ||||||||
TOTAL COMMON STOCKS (Cost $169,521,591) | 202,252,525 | |||||||
SHORT-TERM INVESTMENTS - 1.2% | ||||||||
Money Market Funds - 1.2% | ||||||||
First American Government Obligations Fund - Class X, 4.78% (c) | 2,450,323 | 2,450,323 | ||||||
TOTAL SHORT-TERM INVESTMENTS (Cost $2,450,323) | 2,450,323 | |||||||
TOTAL INVESTMENTS - 100.0% (Cost $171,971,914) | 204,702,848 | |||||||
Liabilities in Excess of Other Assets - (0.0)% (d) | (73,684 | ) | ||||||
TOTAL NET ASSETS - 100.0% | $ | 204,629,164 |
Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
NV - Naamloze Vennootschap
PLC - Public Limited Company
(a) | Non-income producing security. |
(b) | To the extent that the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments that significantly affect those industries or sectors. |
(c) | The rate shown represents the 7-day annualized effective yield as of October 31, 2024. |
(d) | Represents less than 0.05% of net assets. |
The accompanying notes are an integral part of these financial statements. | 2 |
Statement of Assets and Liabilities | Roundhill Generative AI & Technology ETF |
October 31, 2024 (Unaudited)
ASSETS: | ||||
Investments, at value (Note 2) | $ | 204,702,848 | ||
Dividends receivable | 55,800 | |||
Interest receivable | 3,308 | |||
Total assets | 204,761,956 | |||
LIABILITIES: | ||||
Payable to adviser (Note 4) | 132,374 | |||
Foreign currency due to Custodian | 418 | |||
Total liabilities | 132,792 | |||
NET ASSETS | $ | 204,629,164 | ||
NET ASSETS CONSISTS OF: | ||||
Paid-in capital | $ | 181,707,101 | ||
Total distributable earnings | 22,922,063 | |||
Total net assets | $ | 204,629,164 | ||
Net assets | $ | 204,629,164 | ||
Shares issued and outstanding(a) | 5,400,000 | |||
Net asset value per share | $ | 37.89 | ||
COST: | ||||
Investments, at cost | $ | 171,971,914 | ||
PROCEEDS: | ||||
Foreign currency proceeds | $ | 433 |
(a) | Unlimited shares authorized without par value. |
The accompanying notes are an integral part of these financial statements. | 3 |
Statement of Operations | Roundhill Generative AI & Technology ETF |
For the Period Ended October 31, 2024 (Unaudited)
INVESTMENT INCOME: | ||||
Dividend income | $ | 633,972 | ||
Less: Dividend withholding taxes | (44,632 | ) | ||
Less: Issuance fees | (391 | ) | ||
Interest income | 18,949 | |||
Total investment income | 607,898 | |||
EXPENSES: | ||||
Investment advisory fee (Note 4) | 699,205 | |||
Total expenses | 699,205 | |||
NET INVESTMENT LOSS | (91,307 | ) | ||
REALIZED AND UNREALIZED GAIN | 20,634,816 | |||
Net realized loss from: | (3,760,446 | ) | ||
Investments | (3,744,685 | ) | ||
Foreign currency translation | (15,761 | ) | ||
Net realized loss | (3,760,446 | ) | ||
Net change in unrealized appreciation on: | 24,395,262 | |||
Investments | 24,396,293 | |||
Foreign currency translation | (1,031 | ) | ||
Net change in unrealized appreciation | 24,395,262 | |||
Net realized and unrealized gain | 20,634,816 | |||
NET INCREASE IN NET ASSETS | ||||
RESULTING FROM OPERATIONS | $ | 20,543,509 |
The accompanying notes are an integral part of these financial statements. | 4 |
Statement of Changes in Net Assets | Roundhill Generative AI & Technology ETF |
Period ended | ||||||||
October 31, 2024 | Period ended | |||||||
(Unaudited) | April 30, 2024(a) | |||||||
OPERATIONS: | ||||||||
Net investment loss | $ | (91,307 | ) | $ | (268,494 | ) | ||
Net realized loss | (3,760,446 | ) | (203,483 | ) | ||||
Net change in unrealized appreciation | 24,395,262 | 8,334,108 | ||||||
Net increase in net assets from operations | 20,543,509 | 7,862,131 | ||||||
CAPITAL TRANSACTIONS: | ||||||||
Subscriptions | 49,824,475 | 170,547,012 | ||||||
Redemptions | (2,640,840 | ) | (41,601,892 | ) | ||||
ETF transaction fees (Note 7) | 20,716 | 74,053 | ||||||
Net increase in net assets from capital transactions | 47,204,351 | 129,019,173 | ||||||
NET INCREASE IN NET ASSETS | 67,747,860 | 136,881,304 | ||||||
NET ASSETS: | ||||||||
Beginning of the period | 136,881,304 | - | ||||||
End of the period | $ | 204,629,164 | $ | 136,881,304 | ||||
SHARES TRANSACTIONS | ||||||||
Subscriptions | 1,350,000 | 5,600,000 | ||||||
Redemptions | (75,000 | ) | (1,475,000 | ) | ||||
Total increase in shares outstanding | 1,275,000 | 4,125,000 |
(a) | Inception date of the Fund was May 17, 2023. |
The accompanying notes are an integral part of these financial statements. | 5 |
Financial Highlights | Roundhill Generative AI & Technology ETF |
For a share outstanding throughout the periods presented
Period ended | ||||||||
October 31, | Period ended | |||||||
2024 | April 30, | |||||||
(Unaudited) | 2024(a) | |||||||
PER SHARE DATA: | ||||||||
Net asset value, beginning of period | $33.18 | $25.00 | ||||||
INVESTMENT OPERATIONS: | ||||||||
Net investment loss(b) | (0.02) | (0.10) | ||||||
Net realized and unrealized gain on investments(c) | 4.73 | 8.25 | ||||||
Total from investment operations | 4.71 | 8.15 | ||||||
LESS DISTRIBUTIONS FROM: | ||||||||
Total distributions | - | - | ||||||
ETF transaction fees per share | 0.00(d) | 0.03 | ||||||
Net asset value, end of period | $37.89 | $33.18 | ||||||
TOTAL RETURN(e) | 14.20% | 32.73% | ||||||
SUPPLEMENTAL DATA AND RATIOS: | ||||||||
Net assets, end of period (in thousands) | $204,629 | $136,881 | ||||||
Ratio of expenses to average net assets(f) | 0.75% | 0.75% | ||||||
Ratio of net investment loss to average net assets(f) | (0.10)% | (0.35)% | ||||||
Portfolio turnover rate(e)(g) | 52% | 97% |
(a) | Inception date of the Fund was May 17, 2023. |
(b) | Net investment income per share has been calculated based on average shares outstanding during the period. |
(c) | Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. |
(d) | Amount represents less than $0.005 per share. |
(e) | Not annualized for periods less than one year. |
(f) | Annualized for periods less than one year. |
(g) | Portfolio turnover rate excludes in-kind transactions. |
The accompanying notes are an integral part of these financial statements. | 6 |
Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
October 31, 2024 (Unaudited)
NOTE 1 - ORGANIZATION |
The Roundhill Generative AI & Technology ETF (the "Fund") is a non-diversified series of Tidal Trust II (the "Trust"). The Trust was organized as a Delaware statutory trust on January 13, 2022. The Trust is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open -end management investment company and the offering of the Fund's shares ("Shares") is registered under the Securities Act of 1933, as amended. The Trust is governed by the Board of Trustees (the "Board"). Tidal Investments LLC ("Tidal" or the "Adviser"), a Tidal Financial Group company, serves as investment adviser to the Fund and Roundhill Financial Inc. (the "Sub-Adviser"), serves as investment sub-adviser to the Fund. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946 "Financial Services - Investment Companies". The Fund commenced operations on May 17, 2023.
The investment objective of the Fund is to seek long-term capital appreciation.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").
A. | Security Valuation. Equity securities that are listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on the NASDAQ Stock Market, LLC ("NASDAQ")), including securities traded over-the-counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. EST if a security's primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price or mean between the most recent quoted bid and ask prices for long and short positions. For a security that trades on multiple exchanges, the primary exchange will generally be considered the exchange on which the security is generally most actively traded. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Prices of securities traded on the securities exchange will be obtained from recognized independent pricing agents each day that the Fund is open for business. |
Under Rule 2a-5 of the 1940 Act, a fair value will be determined for securities for which quotations are not readily available by the Valuation Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the Adviser, subject to oversight by the Board. When a security is "fair valued," consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the Adviser's Pricing and Valuation Policy and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a fund may cause the net asset value ("NAV") of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
7
Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
October 31, 2024 (Unaudited)
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The following is a summary of the inputs used to value the Fund's investments as of October 31, 2024:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Investments: | ||||||||||||||||
Common Stocks | $ | 202,252,525 | $ | - | $ | - | $ | 202,252,525 | ||||||||
Money Market Funds | 2,450,323 | - | - | 2,450,323 | ||||||||||||
Total Investments | $ | 204,702,848 | $ | - | $ | - | $ | 204,702,848 |
B. | Federal Income Taxes. The Fund has elected to be taxed as a "regulated investment company" and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made. |
In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare as dividends in each calendar year at least 98.0% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. As a registered investment company, the Fund is subject to a 4% excise tax that is imposed if the Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one year period generally ending on October 31 of the calendar year (unless an election is made to use the fund's fiscal year). The Fund generally intends to distribute income and capital gains in the manner necessary to minimize (but not necessarily eliminate) the imposition of such excise tax. The Fund may retain income or capital gains and pay excise tax when it is determined that doing so is in the best interest of shareholders. Management, in consultation with the Board of Trustees, evaluates the costs of the excise tax relative to the benefits of retaining income and capital gains, including that such undistributed amounts (net of the excise tax paid) remain available for investment by the Fund and are available to supplement future distributions. Tax expense is disclosed in the Statement of Operations, if applicable.
As of October 31, 2024, the Fund did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations.
C. | Securities Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and rates. |
D. | Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. |
The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
8
Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
October 31, 2024 (Unaudited)
The Fund reports net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at period end, resulting from changes in exchange rates.
E. | Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Fund are declared and paid at least annually. Distributions to shareholders from net realized gains on securities, if any, for the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date. |
F. | Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. |
G. | Share Valuation. NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund's shares will not be priced on the days on which the New York Stock Exchange ("NYSE") is closed for trading. |
H. | Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. |
I. | Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board-approved Liquidity Risk Management Program (the "Program") that requires, among other things, that the Fund limits its illiquid investments that are assets to no more than 15% of the value of the Fund's net assets. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Fund should be in a position where the value of illiquid investments held by the Fund exceeds 15% of the Fund's net assets, the Fund will take such steps as set forth in the Program. |
NOTE 3 - PRINCIPAL INVESTMENT RISKS |
Equity Market Risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stocks and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund's portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests.
Artificial Intelligence Company Risk. Companies involved in, or exposed to, artificial intelligence related businesses may have limited product lines, markets, financial resources or personnel. These companies face intense competition and potentially rapid product obsolescence, and many depend significantly on retaining and growing the consumer base of their respective products and services. Many of these companies are also reliant on the end user demand of products and services in various industries that may in part utilize robotics and artificial intelligence.
Technology Sector Risk. The Fund will invest substantially in companies in the information technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund's investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.
9
Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
October 31, 2024 (Unaudited)
As with any investment, there is a risk that you could lose all or a portion of your principal investment in the Fund. The Fund is subject to principal risks, as well as other principal risks which may adversely affect the Fund's NAV, trading price, yield, total return and/or ability to meet its objective. For more information about the risks of investing in the Fund, see the section in the Fund's Prospectus titled "Additional Information About the Fund - Principal Risks of Investing in the Fund."
NOTE 4 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS |
The Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the "Advisory Agreement"), and, pursuant to the Advisory Agreement, provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and oversight of the Board. The Adviser is also responsible for trading portfolio securities for the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Board. The Adviser provides oversight of the Sub-Adviser, the investment sub-adviser to the Fund, and review of the Sub-Adviser's performance.
Pursuant to the Advisory Agreement, the Fund pays the Adviser a unitary management fee (the "Investment Advisory Fee") based on the average daily net assets of the Fund at the annualized rate of 0.75%. Out of the Investment Advisory Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay, or require the Sub-Adviser to pay, all expenses incurred by the Fund except for 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, extraordinary expenses, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, "Excluded Expenses"), and the Investment Advisory Fees payable to the Adviser. The Investment Advisory Fees incurred are paid monthly to the Adviser. Investment Advisory Fees for the six-months ended October 31, 2024 are disclosed in the Statement of Operations.
The Sub-Adviser serves as investment sub-adviser to the Fund, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser with respect to the Fund (the "Sub-Advisory Agreement"). Pursuant to the Sub -Advisory Agreement, the Sub-Adviser is responsible for the day-to- day management of the Fund's portfolio, including determining the securities purchased and sold by the Fund, subject to the supervision of the Adviser and the Board. The Sub-Adviser is paid a fee by the Adviser, which is calculated and paid monthly, at an annual rate of 0.04% of the Fund's average daily net assets (the "Sub-Advisory Fee"). The Sub-Adviser has agreed to assume a portion of the Adviser's obligation to pay all expenses incurred by the Fund, except for the Sub-Advisory Fee payable to the Sub-Adviser and Excluded Expenses. For assuming the payment obligations for a portion of the Fund's expenses, the Adviser has agreed to pay the Sub-Adviser a corresponding share of profits, if any, generated by the Fund's Investment Advisory Fees, less a contractual fee retained by the Adviser. Expenses incurred by the Fund and paid by the Sub-Adviser include fees charged by Tidal (defined below), which is an affiliate of the Adviser.
Tidal ETF Services LLC ("Tidal"), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Fund's administrator and, in that capacity, performs various administrative and management services for the Fund. Tidal coordinates the payment of Fund-related expenses and manages the Trust's relationships with its various service providers.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services"), serves as the Fund's sub-administrator, fund accountant and transfer agent. In those capacities, Fund Services performs various administrative and accounting services for the Fund. Fund Services prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the Board; and monitors the activities of the Fund's custodian. U.S. Bank N.A. (the "Custodian"), an affiliate of Fund Services, serves as the Fund's custodian.
Foreside Fund Services, LLC (the "Distributor") acts as the Fund's principal underwriter in a continuous public offering of the Fund's shares.
Certain officers and a trustee of the Trust are affiliated with the Adviser. Neither the affiliated trustee nor the Trust's officers receive compensation from the Fund.
10
Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
October 31, 2024 (Unaudited)
The Board has adopted a Distribution (Rule 12b- 1) Plan (the "Plan") pursuant to Rule 12b- 1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to pay distribution fees for the sale and distribution of its Shares. No Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of the Fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.
NOTE 5 - PURCHASES AND SALES OF SECURITIES |
For the period ended October 31, 2024, the cost of purchases and proceeds from the sales or maturities of securities, excluding short-term investments, written options, U.S. government securities, and in-kind transactions for the Fund were $101,616,247 and $94,220,793, respectively.
For the period ended October 31, 2024, there were no purchases or sales of long-term U.S. government securities.
For the period ended October 31, 2024, the in-kind transactions associated with creations and redemptions for the Fund were $40,323,754 and $2,323,908, respectively.
NOTE 6 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS |
During the periods ended October 31, 2024 and April 30, 2024, there were no distributions.
As of the most recent fiscal period ended April 30, 2024, the components of distributable earnings on a tax basis were as follows:
Investments, at cost(a) | $ | 130,220,974 | ||
Gross tax unrealized appreciation | 15,325,029 | |||
Gross tax unrealized depreciation | (8,636,841 | ) | ||
Net tax unrealized appreciation (depreciation) | 6,688,188 | |||
Undistributed ordinary income (loss) | - | |||
Undistributed long-term capital gain (loss) | - | |||
Total distributable earnings | - | |||
Other accumulated gain (loss) | (4,309,634 | ) | ||
Total distributable earnings | $ | 2,378,554 |
(a) | The difference between book and tax-basis unrealized appreciation was attributable primarily to the treatment of wash sales. |
Net capital losses incurred after October 31 (post-October losses) and net investment losses incurred after December 31 (late year losses), and within the taxable year, are deemed to arise on the first business day of the Fund's next taxable year. As of the most recent fiscal period ended April 30, 2024, the Fund elected to defer late year losses of $143,336, did not elect to defer any post-October losses, and had short-term capital loss carryovers of $4,177,298, which do not expire.
NOTE 7 - SHARE TRANSACTIONS |
Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV generally in large blocks of shares ("Creation Units"). Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
11
Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
October 31, 2024 (Unaudited)
The Fund currently offers one class of shares, which has no front- end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $500, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund's Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units and Redemption Units of up to a maximum of 2% of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statements of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.
NOTE 8 - RECENT MARKET EVENTS |
U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including rising inflation, uncertainty regarding central banks' interest rates, the possibility of a national or global recession, trade tensions, political events, the war between Russia and Ukraine, and significant conflict between Israel and Hamas in the Middle East. As a result of continuing political tensions and armed conflicts, including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue to do so. The Middle East conflict has led to significant loss of life, damaged infrastructure and escalated tensions both in the region and globally. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. As a result, the risk environment remains elevated. The Adviser and Sub-Adviser will monitor developments and seek to manage the Fund in a manner consistent with achieving the Fund's investment objective, but there can be no assurance that they will be successful in doing so.
NOTE 9 - SUBSEQUENT EVENTS |
In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Management has determined that there are no subsequent events that would need to be recognized or disclosed in the Fund's financial statements.
12
(b) | Financial Highlights are included within the financial statements filed under Item 7(a) of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There have been no changes in or disagreements with the Fund's accountants.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a). Under the Investment Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund, including Trustee compensation, except for certain excluded expenses.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 16. Controls and Procedures.
(a) | The Registrant's President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant's service provider. |
(b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not Applicable.
(b) Not Applicable.
Item 19. Exhibits.
(a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed. Not applicable.
(3) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(5) Change in the registrant's independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable.
(b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Tidal Trust II |
By (Signature and Title)* | /s/ Eric W. Falkeis | |
Eric W. Falkeis, President/Principal Executive Officer |
Date | January 10, 2025 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Eric W. Falkeis | |
Eric W. Falkeis, President/Principal Executive Officer |
Date | January 10, 2025 |
By (Signature and Title)* | /s/ Aaron J. Perkovich | |
Aaron J. Perkovich, Treasurer/Principal Financial Officer |
Date | January 10, 2025 |
* Print the name and title of each signing officer under his or her signature.