INITIAL CAPITAL AGREEMENT
Exhibit (l)
THIS INITIAL CAPITAL AGREEMENT is entered into as of October
11, 2018 by and between ProcureAM LLC with its principal
office at 00 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000
(“Purchaser”) and Procure ETF Trust II, a Delaware
statutory trust, with its principal office at 00 Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxxx 00000 (the
“Trust”).
In consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1.
The
Trust hereby issues and sells to the Purchaser, and the Purchaser
hereby purchases 4,000 shares (the “Shares”)
of the Procure Space Fund (the “Fund”), a series of the
Trust, for a total aggregate cash price of $25 with respect to the
Fund for a total aggregate cash price of $100,000, the receipt and
sufficiency of which is hereby acknowledged by the
Trust.
2.
The
Purchaser hereby represents that it is purchasing the Shares for
investment only and not with a view to reselling or otherwise
redistributing the Shares. Specifically, the Shares are being
purchased pursuant to Section 14 of the Investment Company Act
of 1940, as amended, to serve as the seed capital for the Fund
prior to commencement of the public offering of such Fund’s
Shares.
3.
The Purchaser hereby acknowledges that it is aware
that the Shares have not been registered under the Securities Act of 1933, as amended
(the “Act”), on the basis that the sale of such Shares
to the Purchaser will be exempt under Section 4(2) of the Act
as not involving any public offering. The Purchaser further
acknowledges that the Trust’s reliance on this exemption is
predicated on the Purchaser’s representation and warranty to
the Trust that the Shares are being acquired for the
Purchaser’s own account for investment purpose and not with a
view to the distribution or redemption thereof, and that the
Purchaser has no present intention to dispose of the Shares. The
Purchaser represents that it will not take any action which will
subject the sale of the Shares to the registration provisions of
the Act.
4.
The Trust represents that the Shares are fully paid and
non-assessable.
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, and the
Purchaser have executed this Agreement as of October 11, 2018,
to be effective of the same day.
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PROCUREAM
LLC
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By:
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/s/ Xxxxxx
Xxxx
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By:
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/s/ Xxxxxx
Xxxx
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Name:
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Xxxxxx
Xxxx
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Name:
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Xxxxxx
Xxxx
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Title:
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President
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Title:
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President
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