0000894189-22-003965 Sample Contracts

FORM OF FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 20th, 2022 • Procure ETF Trust II

THIS AMENDMENT effective as of the last date on the signature block, to the Transfer Agent Servicing Agreement (the “Agreement”) dated as of September 13, 2018, as amended, is entered into by and between PROCURE ETF TRUST II, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

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ALERIAN
Master Proprietary Index Calculator Agreement • May 20th, 2022 • Procure ETF Trust II • New York

This ZERO FEE INDEX METHODOLOGY LICENSE, MASTER PROPRIETARY INDEX MAINTENANCE AND CALCULATOR AGREEMENT and INDEX LICENSE (collectively , the "Agreement") is entered into as of the Effective Date (as set forth below), by and between GKD Index Partners LLC d/b/a Alerian ("Alerian"), with a principal place of business located at 3625 North Hall Street, Suite 1200 Dallas, TX 75219, and

TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 20th, 2022 • Procure ETF Trust II

THIS AMENDMENT effective as of the last date on the signature block, to the Fund Accounting Servicing Agreement (the “Agreement”) dated as of September 13, 2018, as amended, is entered into by and between PROCURE ETF TRUST II, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin

Amendment No. 1 to Investment Advisory Agreement
Advisory Agreement • May 20th, 2022 • Procure ETF Trust II

This Amendment (“Amendment”) dated as of May 16, 2022 (“Effective Date”) to the Investment Advisory Agreement (“Agreement”) dated September 1, 2018 by and between Procure ETF Trust II, a Delaware statutory trust organized on December 19, 2017 (“Trust”), and ProcureAM LLC, a Limited Liability Corporation (“Advisor”). The Agreement is incorporated herein by reference.

AMENDMENT NO. 1 TO PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 20th, 2022 • Procure ETF Trust II

This Amendment to the Sub-advisory Agreement is made as of the 16th day of May, 2022, by and between ProcureAM LLC, a Delaware limited liability company (the “Advisor”) and Penserra Capital Management LLC, a registered investment advisor organized under the laws of the State of New York (the “Sub-Adviser”).

FORM OF FIRST AMENDMENT
Custody Agreement • May 20th, 2022 • Procure ETF Trust II

THIS AMENDMENT effective as of the last date on the signature block, to the Custody Agreement (the “Agreement”) dated as of September 5, 2018, as amended, is entered into by and between PROCURE ETF TRUST II, a Delaware trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

FORM OF AMENDMENT TO DISTRIBUTION AGREEMENTS
Distribution Agreements • May 20th, 2022 • Procure ETF Trust II

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreements as of May 20, 2022 (the “Effective Date”):

FORM OF FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 20th, 2022 • Procure ETF Trust II

THIS AMENDMENT effective as of the last date on the signature block, to the Fund Administration Servicing Agreement (the “Agreement”) dated as of September 13, 2018, as amended, is entered into by and between PROCURE ETF TRUST II, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

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