June 28, 2023

VIA E-mail

Morrison C. Warren, Esq.
Chapman and Cutler LLP
111 West Monroe Street
Chicago, IL 60603

         Re: Valkyrie ETF Trust II
             File Nos. 333-258722, 811-23725

Dear Mr. Warren:

           On May 15, 2023, Valkyrie ETF Trust II (the    Trust   ) filed
Post-Effective Amendment
No. 18 under the Securities Act of 1933, as amended, (the    1933 Act   ) and
Amendment No. 22
under the Investment Company Act of 1940, as amended, (the    1940 Act   ) to
the Trust   s
registration statement (collectively, the    Amendment   ). The Amendment
contains a prospectus
registering shares of Valkyrie Bitcoin Futures Leveraged Strategy ETF (the
Fund   ). We have
reviewed the Amendment and provided our comments below.

          Where a comment is made with regard to disclosure in one location, it
is applicable to
all similar disclosure appearing elsewhere in the Amendment. All capitalized
terms not
otherwise defined herein have the meaning given to them in the Amendment. We
may have
additional comments on such portions when you complete them in a subsequent
amendment, as
well as on disclosures made in response to this letter, on information supplied
supplementally, or
on exhibits added in any amendments. Please provide a response letter in the
form of EDGAR
correspondence (with a courtesy email copy to the staff) as soon as
practicable.

Bitcoin and Bitcoin Futures Related Comments

   1. Disclosure in the section titled,    Important Information About the Fund
   states that the
      Fund does not attempt to replicate an index or any multiple or inverse of
an index for a
      single day or any other time period.    Disclosure in the section titled,
   Principal
      Investment Strategies    states that the Fund    seeks to achieve its
investment objective by
      investing its assets in futures contracts on bitcoin and other Financial
Instruments . . . that
      provide investment exposure to the price of bitcoin. . .    Please tell
us how the Fund
      determines    the price of bitcoin.
 Mr. Warren, Esq.
June 28, 2023
Page 2

    2. Please explain in greater detail to the staff how the Fund intends to
obtain the targeted 1x-
       2x exposure. Does the Fund intend to do that solely via investment in
U.S. exchange-
       traded bitcoin futures (   bitcoin futures   ) through the commodity
subsidiary (the
          Subsidiary   )? In your explanation to the staff, please discuss the
impact of high margin
       requirements associated with bitcoin futures on the Fund   s ability to
obtain the targeted
       1x-2x exposure via investments in bitcoin futures.
    3. Please describe how you would expect the Fund to perform during
significant daily
       downturns in the price of bitcoin and bitcoin futures, such as those
that occurred on June
       13, 2022 and November 8 and 9, 2022.
           a. Would such price changes impact the Fund   s operations,
including the Fund   s
              creation process and/or its ability to meet its investment
objective and execute on
              its principal strategies?
           b. Would margin requirements during the months of June and November
2022 have
              prevented the Fund from carrying out its strategy?
           c. What would you expect to occur in terms of discounts or premiums
in response to
              significant changes in secondary market demand for Fund shares?
For example,
              describe the potential impact on the Fund   s premium (or
discount) if a large
              number of investors (e.g., more than 50% of net assets) were to
buy (or sell)
              shares.
    4. Please provide simulated performance for a hypothetical $10,000 invested
in the Fund on
       January 1 through December 31, 2022. Please include projected daily,
weekly, monthly,
       and annual performance data for the simulated period.
    5. Please provide a VaR calculation as required under rule 18f-4 under the
1940 Act for the
       simulated portfolio for each day in the months of June and November
2022. Also include
       the same calculation for the index the Fund will use as the designated
reference portfolio.
    6. Please supplementally indicate when the Fund expects to launch.
    7. Please consider including    Daily    in the Fund   s name inasmuch as
the Fund seeks up to
       2x returns for a single day and not any other period.
    8. Please inform us whether the Fund anticipates any capacity constraints
in the bitcoin
       futures market that would limit the size of the Fund   s exposure to
bitcoin futures, and
       explain to us how the Fund will monitor market capacity as new
participants enter the
       market.
    9. Please explain the Fund   s plans for Liquidity Management, including
during both normal
       and reasonably foreseeably stressed conditions. Given the inability of
exchange-traded
       funds to close to new investors, please explain in the Summary
Prospectus how the Fund
       will manage liquidity should the Fund become so large as to require more
liquidity than
       the market can provide to meet potential redemptions. In your response,
please address
       the impact of exceeding certain thresholds, such as Futures Commission
Merchant
       (   FCM   )-imposed capacity limits or the Chicago Mercantile Exchange
s (   CME   s   )
       position limits for a given contract, and whether these circumstances
(or others) may
       cause the Fund to reduce its leverage to less than 1x-2x.



 Mr. Warren, Esq.
June 28, 2023
Page 3

    10. Please supplementally confirm whether the Fund has lined up an FCM and
who that FCM
        is.
    11. Please provide the staff with an outline of the Fund   s plans for
complying with rule 18f-4
        under the 1940 Act, including a preliminary overview of the key
elements of the
        derivatives risk management program. In responding to this comment,
please confirm
        that the Fund will use relative VaR to comply with the rule given the
Fund   s expected
        leverage and provide the designated reference portfolio. As part of
your answer, please
        discuss whether the designated index is unleveraged.
    12. Please supplementally discuss how the Fund would value its bitcoin
futures positions if
        the CME halted the trading of bitcoin futures due to price limits or
otherwise.
    13. Please confirm that the Fund   s code of ethics applies to transactions
in bitcoin and bitcoin
        futures and that all employees will be required to pre-clear such
transactions.
    14. Please supplementally provide to staff information about the Fund   s
discussions with
        potential authorized participants (   APs   ) or market makers:
           a. Please disclose the number of APs or other firms that have
expressed legitimate
              interest and/or intent to act as an AP for the Fund (including
information about the
              identities of such potential APs).
           b. Please discuss the ability of APs and market makers to arbitrage
the Fund   s
              holdings in a manner that is expected to keep the Fund   s market
price in line with
              its NAV.
           c. Please describe what instruments the APs will use to arbitrage
and whether there
              will be any impact from the inability of broker-dealers to
custody    physical
              bitcoin?
           d. Are there any unique considerations/rules from the exchange on
which the Fund
              plans to list that will impact the Fund   s ability to pursue its
investment strategy;
              interact with APs; or otherwise impact the Fund   s operations?
    15. Please supplementally confirm that the Fund will obtain exposure to
bitcoin only through
        cash-settled futures traded on an exchange registered with the
Commodity Futures
        Trading Commission, or investment companies that are registered in the
United States.
    Comments Relating to the Fund   s Investment in a Wholly-Owned Subsidiary
(the
       Subsidiary   )
    16. Please confirm in correspondence that the Subsidiary and it board of
directors will agree
        to inspection by the staff of the Subsidiary   s books and records,
which will be maintained
        in accordance with section 31 of the 1940 Act and the rules thereunder.
    17. Please confirm that the Subsidiary and its board of directors will
agree to designate an
        agent for service of process in the United States.
    18. Please supplementally inform the staff whether the Subsidiary   s
management fee
        (including any performance fee), if any, will be included in
Management Fees,    and the
        Subsidiary   s expenses will be included in    Other Expense    in the
Fund   s fee table.




 Mr. Warren, Esq.
June 28, 2023
Page 4

    Comments Relating to Creation Units
    19. Please disclose in the Statement of Additional Information that
purchases and
        redemptions of creation units primarily with cash, rather than through
in-kind delivery of
        portfolio securities, may cause the Fund to incur certain costs. Please
also disclose that
        these costs could include brokerage costs or taxable gains or losses
that it might not have
        incurred if it had made redemption in-kind. In addition, please
disclose that these costs
        could be imposed on the Fund, and thus decrease the Fund   s net asset
value, to the extent
        that the costs are not offset by a transaction fee payable by an
authorized participant.
    Comments Regarding Rule 18f-4
    20. Please provide specific details on what the portfolio will look like
during the quarter
        versus quarter end. As part of your response, provide a representative
portfolio for the
        Fund for each day over a two quarter period. This representative
portfolio should include
        the exact investments the Fund will make directly and also indirectly
through the
        Subsidiary, and the percentage of the Fund   s assets that will be
invested in those
        investments. Please describe any assumptions the Fund makes in
assembling this
        representative portfolio (e.g., assumptions around the amount of margin
that will need to
        be held). Please add disclosure to the principal investment strategies
that aligns with the
        process described herein.
    21. Please add disclosure that describes how much the Fund   s performance
may deviate from
        2x on days that the Fund meets the Asset Diversification Test and
limits its exposure to
        25% or less. Please add disclosure that describes how the Fund meets
its 2x objective on
        those days.
    22. Has the adviser received a tax opinion confirming that the proposed
strategy is not in
        contravention of the Asset Diversification Test? If yes, please provide
this opinion to the
        staff. Please provide an accounting analysis under ASC 740 related to
the tax position on
        asset diversification and complying with gross income tests to
determine whether a tax
        liability would be necessary (cite applicable U.S. GAAP).
    23. Please explain how the Fund   s 1x-2x investment objective will be
impacted if FCMs
        charge higher than current prevailing margin rates. Please provide
hypothetical estimates
        for margin rates of 1.25%, 1.40% and 1.50%.
    24. Please supplementally confirm to the staff that the Fund believes it
could have achieved
        its 1x-2x investment objective, net of expenses, every day over the
past 2 years, while
        also qualifying as a registered investment company under Subchapter M
and explain what
        testing has been run to confirm its belief.
    25. Please clarify whether the Fund intends to sell futures held in the
Subsidiary around
        quarter-end. If it does so intend, does the Fund expect challenges with
respect to trading
        near the quarter-end if it has to sell a significant amount of futures?
For example, could
        bid-ask spreads widen? What specific indications is the Fund relying on
to assure it will
        be able to find block trades when needed. Please disclose the risks
associated with
        significant trading activity near quarter-end, including the risk of
widening bid-ask
        spreads, if applicable.




 Mr. Warren, Esq.
June 28, 2023
Page 5

    26. Please advise the staff whether the Fund anticipates any widening in
spreads between the
        Fund   s NAV and market price during days where the Fund is seeking to
meet the Asset
        Diversification Test. Additionally, please describe to us any impact to
the creation and
        redemption process on days that the Fund must meet the Asset
Diversification Test and
        how the Fund will address any disruptions to the creation/redemption
process.
    27. Does the Fund anticipate greater ETF holder transactions (and therefore
greater
        redeems/creates) at quarter end? If yes, will the Fund need to maintain
an extra cash
        buffer at that time, while it also will be adjusting its portfolio to
comply with the Asset
        Diversification Test?
    28. Please supplementally describe which auditor (Cayman or domestic) will
play a
        substantial role in the preparation or furnishing of an audit report
and serve as the
        registrant   s principal auditor.
    29. Please revise the disclosure in the Principal Investment Strategies
section to provide more
        details about how the Fund will be managed, including how the portfolio
holdings of the
        Subsidiary and Fund will change at quarter-end in order to meet the
Asset Diversification
        Test to qualify for treatment as a regulated investment company under
Subchapter M of
        the Internal Revenue Code and the use of a    cure period    if any.
Please also revise the
        Principal Risk disclosure to reflect any related risks.
    30. Please prominently state in the Principal Investment Strategies section
that, periodically
        the Fund may not achieve its objective of daily returns of 1x-2x, and
may return
        substantially less than that on days that the Fund must reduce its
exposure to futures to
        meet the Asset Diversification Test.
    31. Please include the following in the statutory prospectus or in a tax
opinion of the Fund:
           Accordingly, because Congress saw fit, beginning in 1942, to
explicitly reject the
        approach of a continuous or ongoing test, and instead to adopt an asset
diversification test
        that would be met at quarter-end, the Registrant believes meeting the
test at quarter-end
        while purposefully and continuously investing substantially more than
25% of assets in
        the Subsidiary throughout the quarter is consistent with the asset
diversification test.
        Please also include either in the prospectus or in a tax opinion of the
Fund that the Fund
        may use a    cure    period to meet the Asset Diversification Test.
    32. Please confirm that the Fund will file as an exhibit to the
registration statement a tax
        opinion covering the Fund   s status as a RIC with respect to the Asset
Diversification
        Test.
    Cover Page
    33. Please change the Fund   s proposed ticker symbol.
    Important Information About the Fund     Page 1
    34. Please revise the disclosure that the Fund    may    only be suitable
for investors that
        understand the Fund   s risks to state that the Fund    is    only
suitable for those investors.
    35. Please state in this section that the Fund is intended to be used only
as a short-term
        trading vehicle.




 Mr. Warren, Esq.
June 28, 2023
Page 6

    36. Please state that this Fund in not intended to be used by, and is not
appropriate for,
        investors who do not actively monitor and manage their portfolio
(rather than saying they
           should    actively manage their investments).
    Principal Investment Strategies     Page 2
    37. In the third paragraph, disclosure states that the Adviser will
determine the amount of
        leverage to be used by the Fund    based on real-time risk sentiment
through technical
        analysis.    Please disclose how the Fund will assess    real-time risk
sentiment through
        technical analysis    and how this relates to various investment
outcomes for investors in
        the Fund. Currently, the disclosure does not adequately explain when
and why the
        investment adviser will choose various exposures to bitcoin futures.
Please tell us
        whether it is possible for the Fund to fall below 100% exposure, fall
to 0% exposure, or
        short exposure.
    Principal Investment Strategies     Page 3
    38. In the first sentence of the first paragraph, disclosure states that
Financial Instruments
        include forward contracts . Please delete references to forward
contracts.
    39. Please remove discussion of swaps throughout the Amendment since the
Fund may not
        engage in swaps to gain bitcoin exposure.
    40. Since the Fund does not invest in bitcoin directly, please move the
Bitcoin    paragraph
        after the Bitcoin Futures Contracts section.
    41. Please remove any reference to bitcoin, and any other asset that is
issued and transferred
        using distributed ledger or blockchain technology, as a digital
currency or cryptocurrency
        from the prospectus. In this regard, we note that bitcoin presently is
not widely accepted
        as a medium of exchange. Please clarify this point where you discuss
how the price of
        bitcoin is influenced in part by the extent to which it is accepted as
payment for goods
        and services, and in connection therewith, explain the common
impediments and/or
        disadvantages to adopting the Bitcoin Network as a payment network,
including the
        slowness of transaction processing and finality, variability of
transaction fees, and
        volatility of bitcoin's price.
    42. Under    Bitcoin Futures Contracts    please discuss how the Fund would
value its bitcoin
        futures positions if the CME halted the trading of bitcoin futures due
to price limits or
        otherwise.
    43. Under    Bitcoin Futures Contracts    please disclose whether there are
any instances where
        contango does not adversely affect the portfolio. If not, please state
that    contango will
        adversely affect the performance of the Fund.
    Principal Risks     Page 6
    44. In the first paragraph, please state that as a leveraged fund, the
unique and substantial
        risks associated with bitcoin and bitcoin futures, and the Fund   s
price volatility, are
        exacerbated.
    45. Please add    Aggressive Investment Risk    as a principal risk.




 Mr. Warren, Esq.
June 28, 2023
Page 7

    Bitcoin Investing Risk     Page 6
    46. We note your references to    bitcoin exchanges    and
cryptocurrency exchanges    in the
        prospectus. As these entities are typically used to trade a variety of
digital assets (or
        crypto assets) and are not registered as national securities exchanges
under Section 6 of
        the Securities Exchange Act of 1934, please revise your disclosure to
refer to them as
        digital asset (or crypto asset) trading platforms. Also, please
highlight the fragmentation
        and general lack of regulation of these markets in your disclosure.
    47. Please further explain this risk of volatile trading prices by noting
that bitcoin has been
        prone to rapid price declines, including significant declines occurring
in a single day,
        throughout its history, and give examples. Please also discuss here or
in a separate bullet
        bitcoin   s exposure to instability in other speculative parts of the
blockchain/crypto
        industry, such that an event that is not necessarily related to the
security or utility of the
        Bitcoin Network can nonetheless precipitate a significant decline in
the price of bitcoin
        (e.g., the collapse of TerraUSD).
    Bitcoin Futures Risk     Page 13
    48. Describe in more detail the risks associated with bitcoin futures
capacity risk. In
        particular, disclose that the Fund may not be able to achieve its
investment objective and
        may experience significant losses if the Fund   s ability to obtain
exposure to bitcoin
        futures contracts is disrupted for any reason including, among other
things, limited
        liquidity in the bitcoin futures market, a disruption to the bitcoin
futures market, or as a
        result of margin requirements, position limits, accountability levels,
or other limitations
        imposed by the Fund   s futures commission merchants, the listing
exchanges, or the
        CFTC. In your response, please address what action the adviser will
take in such
        circumstances, and the impact of any disruption in the Fund   s ability
to obtain leveraged
        exposure to bitcoin futures contracts.
    49. Disclose whether the ability of the Fund to acquire repurchase
agreements would impact
        the Fund   s strategy at quarter end.
    Investment Strategy Risk     Page 16
    50. Please state that differences in the prices between bitcoin and bitcoin
futures will expose
        the Fund to risks different from, and possibly greater than, the risks
associated with
        investing directly in bitcoin, including larger losses or smaller
gains.
    Subsidiary Investment Risk     Page 18
    51. In the last sentence, please change    1940 protections    to
certain 1940 Act protections.
    Target Exposure and Rebalancing Risks     Page 18
    52. Please inform us of whether the Fund will normally seek to maintain
notional exposure to
        bitcoin futures (rather than bitcoin) equal to between 100% and 200% of
the net assets of
        the Fund.





 Mr. Warren, Esq.
June 28, 2023
Page 8

      Asset Concentration Risk     Page 19
      53. Please state specifically that the Fund will concentrate in bitcoin
futures.
      Additional Information About the Fund   s Principal Investment Strategies
    Page 24
      54. Please explain to us what circumstances would result in the Fund not
holding bitcoin
          futures during either rising or declining periods. Similarly, explain
what circumstances
          would result in the Fund exiting its positions other than to meet
redemptions.
      Statement of Additional Information     Investment Strategies     Pages
3-7
      55. Please define    bitcoin-related investment products.
      56. Please consider adding the following disclosure in response to Item
9: (i) more detailed
          explanations and examples of daily leverage and compounding; and (ii)
more detailed
          explanations and examples of the impact of volatility on the Fund.

                                            *       *       *

        Responses to this letter should be in the form of a post-effective
amendment filed
pursuant to Rule 485 under the 1933 Act. Where no change will be made in the
filing in
response to a comment, please indicate this fact in your supplemental letter
and briefly state the
basis for your position. Where changes are made in response to our comments,
please include in
your response letter any such changes and the location of such new or revised
disclosure in the
amended filing. As required by the rule, please mark new or revised disclosure
to indicate the
change.

       We remind you that the Fund and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action, or
absence of
action by the staff.

       Should you have any questions regarding this letter prior to filing an
amendment, please
contact me at (202) 551-5166 or larkinl@sec.gov.

                                                         Sincerely,

                                                         /s/ Lisa N. Larkin

                                                         Lisa N. Larkin
                                                         Senior Counsel

cc:      Thankam Varghese, Branch Chief
         Christian T. Sandoe, Assistant Director