COMPLIANCE SERVICES AGREEMENT
Exhibit (99)(vii)
AGREEMENT dated as
of February 1, 2020 (the “Effective Date”) by and
between Procure ETF Trust II (the “Trust”), a Delaware
statutory trust, and Cipperman Compliance Services, LLC
(“CCS”), a Pennsylvania limited liability
company.
WHEREAS, the Trust
is an investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”);
WHEREAS, shares of
beneficial interest in the Trust are divided into separate series,
the first of which will be the Procure Space ETF (the “First
Fund”; together with any series which may be established in
the future, the “Funds”);
WHEREAS, the Funds
are or will be managed and/or advised by Procure AM, LLC or an
affiliate thereof (the “Adviser”), and the First Fund
is sub-advised by Penserra Capital Management LLC
(“Sub-Adviser”; together with future sub-advisers, the
“Sub-Advisers”) and will engage S-Network Global
Indexes as the index provider (the “Index Provider”;
together with future index providers, the “Index
Providers”);
WHEREAS, the Board
of Trustees of the Trust (the “Board”) is required to
implement a compliance program pursuant to Rule 38a-1 (“Rule
38a-1”) of the 1940 Act including the designation of a chief
compliance officer (the “CCO”);
WHEREAS, the Trust
wishes to engage CCS to provide certain compliance services on
behalf of the Trust;
WHEREAS, CCS wishes
to provide such services to the Trust under the conditions set
forth below;
NOW,
THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Fund and CCS agree to the Terms
and Conditions described in Exhibits A-D.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above
written.
By_/s/ Xxxxxx Tull_________________
Name:
Xxxxxx Xxxx
Title:
President
CIPPERMAN COMPLIANCE SERVICES, LLC
By__/s/ Xxxx Cipperman__________
Name:
Xxxx Xxxxxxxxx
Title:
Managing Member
Exhibit
A
Services
Base Services (included in monthly
fee):
1.
Chief Compliance Officer. We
will designate a member of our staff (acceptable to the Board) to
serve as Chief Compliance Officer pursuant to Rule 38a-1. The CCO
will be responsible for administering the Trust’s policies
and procedures, reporting to the Board, providing the annual
written compliance report, and any other matters required of a CCO
under the Investment Company Act.
2.
Policies and Procedures. We
will proactively maintain and update the Trust’s compliance
manual to reflect regulatory changes and changes to the
Trust’s business. We will draft all policies and work with
management and the Board to include all recommended revisions and
changes (one aggregate amendment per year unless required by law).
We will monitor the industry and regulatory developments and
recommend changes to policies and procedures as
appropriate.
3.
Certifications. We will ensure
that all relevant personnel and service providers receive and
understand the compliance policies and procedures, obtain
certifications with respect thereto, and obtain quarterly
compliance certifications.
4.
Annual Review. We will conduct
the annual review of the adequacy and effectiveness of the policies
and procedures of the Trust and the relevant service providers.
Pursuant to Rule 38a-1(a)(4)(iii), the annual report will address
(A)
the operation of the policies and
procedures of the fund and each investment adviser, principal
underwriter, administrator, and transfer agent of the fund, any
material changes made to those policies and procedures since the
date of the last report, and any material changes to the policies
and procedures recommended as a result of the annual review…;
and (B) each Material
Compliance Matter (as defined in Rule 38a-1(e)(2)) that occurred
since the date of the last report. The review will include a review
of the policies and procedures, interviews of key personnel,
obtaining certifications, conducting rolling site visits of service
providers, reviewing internal and/or third party compliance
and internal control reports, reviewing cited regulatory
deficiencies and/or exam results, noting observed risks, and
testing implementation. We will provide a detailed written report
of our findings to the Board.
5.
Compliance Calendar. We will
create, implement, and follow a detailed compliance calendar and
project plan to ensure the timely completion of all compliance
activities by all relevant parties.
6.
Advice, Guidance, and Support.
We will provide real-time advice and guidance to management or the
Board with respect to any compliance and regulatory question (up to
24 hours per year).
7.
Board Reporting. A
representative from CCS will attend all Board meetings and report
material compliance issues to the Board. We will also review
certifications of various service providers and make a series of
written compliance certifications.
8.
On-Site Due Diligence. We will
conduct an onsite due diligence review of the operations of each
Adviser and Sub-Adviser at least once every 24 months and conduct a
phone due diligence for the interim fiscal years.
9.
Code of Ethics and Xxxxxxx
Xxxxxxx. We will utilize our proprietary technology and
process to manage all Code of Ethics and Xxxxxxx Xxxxxxx activities
including pre-clearance and reviews of trading (up to 10 Access
Persons).
10.
Regulatory Exams. We will
provide support related to responding to regulatory exams conducted
by the SEC (24 hours). This will include assembling materials in
response to requests, interfacing with the exam staff, and
preparing a written response to deficiencies.
11.
Training. We will offer
training sessions (up to 6 hours per year) on topics and to
personnel designated by management or the Board.
Additional Services
(not included in monthly
fee):
-
Implementing
operational procedures;
-
Training
other than as described in Base Services;
-
Assisting
with licensing requirements for individuals;
-
Conducting
email reviews;
-
Responding
to regulatory examinations in excess of the hours described in Base
Services;
-
Responding
to client inquiries or RFPs;
-
Reviewing
fund marketing materials;
-
Providing
regulatory advice and responding to internal inquiries examinations
in excess of the hours described in Base Services;
-
Utilizing
third party technology (including manual) to manage the Code of
Ethics processes;
-
A compliance review
required within 6 months of the Effective Date;
-
Conducting initial
reviews of Adviser or Sub-Advisers for Board approval;
-
Providing
compliance services to affiliates;
-
Providing
compliance services with respect to other jurisdictions, statutes,
or regulations, other than as described herein;
-
Providing
services before or after the Term hereof;
-
Providing
services with respect to additional Funds or
Sub-Advisers;
-
Providing
services not described above under “Base Services;”
and
-
Providing
other compliance services as reasonably requested.
Exhibit B
Fees and Term
Base Services:
●
[ ]
Hourly
rate for additional services: $[ ]/hour
Initial
Term: 24 months
Exhibit
D
Internal Compliance Officer: Xxx Xxxx
Address for Notices:
ProcureAM, LLC
00 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
