UFO / Procure ETF Trust II - Procure Space ETF - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Procure ETF Trust II (File Nos.: 811-23323 & 333-222463) Sarbanes-Oxley Review Comment Responses

Peter J. Shea [email protected] T +1 212 536 3988 F+l 2125363901 July 21, 2023 Via EDGAR Mr. Jeffrey W. Long Disclosure Review and Accounting Office Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Procure ETF Trust II (File Nos.: 811-23323 & 333-222463) Sarbanes-Oxley Review Comment Responses Dear Mr. Long, I am writing on beha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Procure ETF Trust II (Exact name of registrant

As filed with the Securities and Exchange Commission on May 20, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PROCURE ETF TRUST II 16 Firebush Road Levittown, PA 19056

CORRESP 1 filename1.htm PROCURE ETF TRUST II 16 Firebush Road Levittown, PA 19056 May 13, 2022 Mr. John Grzeskiewicz, Esq. U.S. Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington, DC 20549 Re: Procure ETF Trust II (the “Trust”) Procure Disaster Recovery ETF (the “Fund”) File Nos. 333-222463 and 811-23323 Dear Mr. Grzeskiewicz: This correspondence (“Resp

Procure Space ETF

Procure Space ETF Schedule of Investments January 31, 2022 (Unaudited) Shares Value COMMON STOCKS - 99.

Procure Space ETF

Procure Space ETF Schedule of Investments July 31, 2021 (Unaudited) Shares Value COMMON STOCKS - 99.

Procure Space ETF

Procure Space ETF Schedule of Investments January 31, 2021 (Unaudited) Shares Value COMMON STOCKS - 99.

Procure Space ETF

Procure Space ETF Schedule of Investments July 31, 2020 (Unaudited) Shares Value COMMON STOCKS - 99.

UFO / Procure Space ETF N-Q - Quarterly Schedule of Portfolio Holdings - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23323 Procure ETF Trust II (Exact name of registrant as specified in charter) 16 Firebush Road Levittown, PA 19056 (Address of principal executive offices) (Zip code) Robert Tull 16 Firebush Roa

I, Robert Tull, certify that:

EX-99.1 2 pamiiex991.htm CERTIFICATION Exhibit 99.1 CERTIFICATION I, Robert Tull, certify that: 1. I have reviewed this report on Form N-Q of Procure ETF Trust II; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,

I, Adrienne Binik-Chanin, certify that:

Exhibit 99.2 CERTIFICATION I, Adrienne Binik-Chanin, certify that: 1. I have reviewed this report on Form N-Q of Procure ETF Trust II; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

Procure Etf Trust Ii 25 - - NOTIFICATION OF REMOVAL FROM LISTING

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number 3235-0080 Washington, D.

Procure Etf Trust Ii 8-A12B - - 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Procure ETF Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification number) 16 Firebush Road, Lev

I, Robert Tull, certify that:

EX-99.1 2 proamex991.htm CERT Exhibit 99.1 CERTIFICATION I, Robert Tull, certify that: 1. I have reviewed this report on Form N-Q of Procure ETF Trust II; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle

I, Andrew Chanin, certify that:

EX-99.2 3 proamex992.htm CERT Exhibit 99.2 CERTIFICATION I, Andrew Chanin, certify that: 1. I have reviewed this report on Form N-Q of Procure ETF Trust II; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

Procure Etf Trust Ii - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23323 Procure ETF Trust II (Exact name of registrant as specified in charter) 16 Firebush Road Levittown, PA 19056 (Address of principal executive offices) (Zip code) Procure AM, LLC 16 Firebush

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Procure ETF Trust II (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Procure ETF Trust II (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identification number) 16 Firebush Road, Lev

PROCURE ETF TRUST II 16 Firebush Road Levittown, PA 19056

PROCURE ETF TRUST II 16 Firebush Road Levittown, PA 19056 March 15, 2019 VIA EDGAR Securities and Exchange CommissionWashington, D.

As Filed with the Securities and Exchange Commission on March 8, 2019

As Filed with the Securities and Exchange Commission on March 8, 2019 Securities Act Registration No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99(j) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A our report dated March 8, 2019, relating to the financial statement of Procure Space ETF, a series of Procure ETF Trust II, as of March 1, 2019, and to the references to our firm under the headings “Independent Registered Public Accounting Firm” in the Prospectus and Statement of Additional Information.

Kathleen H Moriarty

Kathleen H Moriarty Partner 1270 Avenue of the Americas 30th Floor New York, New York 10020-1708 T 212.

COPY OF THE S-NETWORK SPACE INDEX RULE BOOK

Kathleen H Moriarty Partner 1270 Avenue of the Americas 30th Floor New York, New York 10020-1708 T 212.

Custody Agreement by and between the Registrant and U.S. Bank National Association. (1)

Exhibit (g)

Fund Administration Servicing Agreement by and between the Registrant and U.S. Bancorp Fund Services, LLC. (1)

Exhibit (h)(i)

Form of Authorized Participant Agreement. (1)

Exhibit (h)(iv) FORM OF PROCURE ETF TRUST II PARTICIPANT AGREEMENT This Participant Agreement (the “Agreement”) is entered into by and among Quasar Distributors, LLC, (the “Distributor”), U.

Power of Attorney executed by John Jacobs, Erik Liik, James Brenner and Robert Tull. (1)

Exhibit (q) PROCURE ETF TRUST II POWER OF ATTORNEY Each of the undersigned Trustees of Procure ETF Trust II (the "Trust") hereby constitutes and appoints Robert Tull and Andrew Chanin each of them with full powers of substitution, as his true and lawful attorney-in-fact and agent to execute in his or her name and on his or her behalf in any and all capacities the Registration Statements on Form N-

Fund Accounting Servicing Agreement by and between the Registrant and U.S. Bancorp Fund Services, LLC. (1)

Exhibit (h)(ii)

By-Laws of Registrant. (1)

Exhibit (b) BY-LAWS of PROCURE ETF TRUST II (a Delaware Statutory Trust) Dated as of September 1, 2018 TABLE OF CONTENTS Page ARTICLE I Introduction 1 Section 1.

Code of Ethics of the Sub-Advisor. (1)

EX-99

Articles IV, VII and VIII of the Declaration of Trust, Exhibit 28(a) above, define the rights of holders of the securities being registered. (Certificates for shares are not issued.)

Exhibit (a) DECLARATION OF TRUST of PROCURE ETF TRUST II (a Delaware Statutory Trust) Dated as of September 1, 2018 TABLE OF CONTENTS DECLARATION OF TRUST Page ARTICLE I Name and Definitions 3 Section 1.

Plan of Distribution Pursuant to Rule 12b-1. (1)

EX-99 18 procureexm.htm EXHIBIT 99(M) Exhibit (m) PROCURE ETF TRUST II Rule 12b-1 Distribution and Service Plan 1. The Trust. Procure ETF Trust II (the “Trust”) is an open-end management investment company registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a series trust (each such series is referred to herein as a “Fund”). 2. The Plan. The T

Investment Sub-Advisory Agreement between ProcureAM LLC and Penserra Capital Management LLC (“Sub-Advisor”), as investment sub-advisor. (1)

Exhibit (d)(ii) PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT Sub-Advisory Agreement (this “Agreement”) entered into as of the 1st day of September 2018, by and between ProcureAM, LLC, a Delaware limited liability company with its principal place of business at 16 Firebush Road, Levittown, PA 19056 (the “Adviser”), and Penserra Capital Management LLC, a registered investment advisor organized under the laws of the State of New York (the “Sub-Adviser”).

INVESTMENT ADVISORY AGREEMENT

Exhibit (d)(i) INVESTMENT ADVISORY AGREEMENT This Investment Advisory Agreement (“Agreement”) is made and entered into as of September 1, 2018, by and between Procure ETF Trust II, a Delaware trust (“Trust”), on behalf of the funds listed on Appendix A, each a series of shares of the Trust (each, a “Fund” and, collectively, “Funds”), and ProcureAM, LLC, a Delaware limited liability company (“Advisor”).

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit J CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A our report dated January 28, 2019, relating to the financial statement of Procure Space ETF, a series of Procure ETF Trust II, as of November 2, 2018, and to the references to our firm under the headings ?Independent Registered Public Accounting Firm? in the Prospectus and Statement of Additional Information.

Kathleen H. Moriarty

Exhibit (i) Kathleen H. Moriarty Partner 1270 Avenue of the Americas 30th Floor New York, NY 10020-1708 T 212.655.2548 F 646.571.0113 [email protected] January 28, 2019 Board of Trustees of Procure ETF Trust II 16 Firebush Road Levittown, PA 19056 Re: Procure ETF Trust II (Registration Nos. 333-222463 and 811-23323) with respect to the Procure Space Fund (the “Fund”) Ladies and Gentlemen: We ha

Distribution Agreement by and between the Registrant and Quasar Distributors LLC. (1)

Exhibit (e)(i)

Initial Capital Agreement. (1)

Exhibit (l) INITIAL CAPITAL AGREEMENT THIS INITIAL CAPITAL AGREEMENT is entered into as of October 11, 2018 by and between ProcureAM LLC with its principal office at 16 Firebush Road, Levittown, Pennsylvania 19506 (?Purchaser?) and Procure ETF Trust II, a Delaware statutory trust, with its principal office at 16 Firebush Road, Levittown, Pennsylvania 19506 (the ?Trust?).

Code of Ethics of the Advisor and the Registrant. (1)

Exhibit (p)(i) ProcureAM, LLC Procure ETF Trust II JOINT CODE OF ETHICS Effective: September 1, 2018 Introduction Pursuant to rules established by the U.

EX-99

Exhibit (h)(vii)

Incorporated by reference to exhibit previously filed as part of Pre-Effective Amendment No. 4 to the Registrant's Registration Statement on Form N-1A (File Nos. 333-222463 and 811-23323) as filed on

As Filed with the Securities and Exchange Commission on January 28, 2019 Securities Act Registration No.

Index License Agreement between S-Network Global Indexes Inc. and ProcureAM LLC. (1)

Ex. (h)(vi) LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”), is made and entered into as of October 24, 2017 (the "Commencement Date") by and between S-NETWORK GLOBAL INDEXES, INC., ("S-NET") a Delaware corporation, having an office at 267 Fifth Avenue, 5th Floor, New York, New York 10016, and ProcureAM, LLC, ("Licensee"), a Delaware limited liability company, having an office at 16 Firebus

Form of Purchasing Fund Agreement. (1)

Exhibit (h)(v) FORM OF PROCURE ETF TRUST II PURCHASING FUND AGREEMENT This Purchasing Fund Agreement (the “Agreement”) is made as of the date set forth below between Procure ETF Trust II (“Trust”) and (the “Purchasing Fund”).

Transfer Agent Servicing Agreement by and between the Registrant and U.S. Bancorp Fund Services, LLC. (1)

Exhibit (h)(iii)

As Filed with the Securities and Exchange Commission on August 20, 2018

As Filed with the Securities and Exchange Commission on August 20, 2018 Securities Act Registration No.

August 20, 2018

August 20, 2018 Ms. Deborah O’Neal Senior Counsel Division of Investment Management, Office of Disclosure Review and Accounting United States Securities and Exchange Commission Washington, D.C. 20549 Ms. Christina DiAngelo Fettig Senior Staff Accountant Division of Investment Management, Disclosure Review Office United States Securities and Exchange Commission Washington, D.C. 20549 Re: Procure ET

July 3, 2018

Kathleen H Moriarty Partner 1270 Avenue of the Americas 30th Floor New York, New York 10020-1708 T 212.

As Filed with the Securities and Exchange Commission on July 3, 2018

As Filed with the Securities and Exchange Commission on July 3, 2018 Securities Act Registration No.

May 4, 2018

May 4, 2018 Ms. Deborah O?Neal Senior Counsel Division of Investment Management Office of Disclosure Review and Accounting United States Securities and Exchange Commission Washington, D.C. 20549 Re: Procure ETF Trust II (the ?Trust?) Registration Statement on Form N-1A Registration Numbers 333-222463; 811-23323 Filed: January 8, 2018 Dear Ms. O?Neal: On behalf of the Procure ETF Trust II (?Trust?)

As Filed with the Securities and Exchange Commission on May 4, 2018

As Filed with the Securities and Exchange Commission on May 4, 2018 Securities Act Registration No.

Kathleen H. Moriarty

Kathleen H. Moriarty Partner 1270 Avenue of the Americas 30th Floor New York, New York 10020-1708 T 212.655.6000 D 212.655.2548 [email protected] April 10, 2018 VIA EDGAR Daniele Marchesani U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549 RE: Procure ETF Trust II: Request for Withdrawal of Application for Exemptive Order (File No. 8

FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940

FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection with such notification of registration submits the following information: Name: Procure ETF Trust II Address of Principal Business Office (No.

January 8, 2018

January 8, 2018 VIA EDGAR Securities and Exchange Commission Washington, D.C. 20549 Re: Form N-1A Filing for Procure ETF Trust II Registration No.: 811-23323 Dear Sir or Madam: On behalf of our client, Procure ETF Trust II (“Trust”), filed with this correspondence is a registration statement on Form N-1A concerning the registration of the Trust and the shares of the Procure Advanced Global Warming

As Filed with the Securities and Exchange Commission on January 8, 2018

As Filed with the Securities and Exchange Commission on January 8, 2018 Securities Act Registration No.