0001654954-19-000830 Sample Contracts

PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 29th, 2019 • Procure ETF Trust II • New York

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”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 29th, 2019 • Procure ETF Trust II • New York

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”).

FORM OF PROCURE ETF TRUST II PURCHASING FUND AGREEMENT
Purchasing Fund Agreement • January 29th, 2019 • Procure ETF Trust II

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”).

FORM OF PROCURE ETF TRUST II PARTICIPANT AGREEMENT
Participant Agreement • January 29th, 2019 • Procure ETF Trust II
INITIAL CAPITAL AGREEMENT
Initial Capital Agreement • January 29th, 2019 • Procure ETF Trust II

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”).

LICENSE AGREEMENT
License Agreement • January 29th, 2019 • Procure ETF Trust II • New York

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 Firebush Road, Levittown, PA 19056.

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