 |
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
moriarty@chapman.com
|
March
8, 2019
Ms.
Deborah O’Neal
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
ETF Trust II (the “Trust”) Amendment No. 4 to
Registration Statement on Form N-1A
Registration
Numbers 333-222463; 811-23323
Filed:
January 29, 2019
Dear
Ms. O’Neal:
On
behalf of the Procure ETF Trust II (“Trust”) sponsored
by our client, ProcureAM, LLC (“Advisor”), we are
submitting this correspondence along with Amendment No. 5 in
response to your comments to Amendment No. 4 to the Trust’s
registration statement on Form N-1A (“Registration
Statement”).
On
behalf of the Trust and the Advisor, set forth below are the
Registrant’s responses (“Responses”) to the oral
comments received from Ms. Deborah O’Neal on behalf of the
staff (“Staff”) during our telephone conference of
February 25, 2019 as well as those of Ms. Christina DiAngelo Fettig
(“Comments”) with respect to the Registration
Statement. For your convenience, the headings and the Comments in
bold text below repeat the captions and comments in the Comments.
Defined terms used herein but not otherwise defined, shall have the
meaning set forth in the Registration Statement. The Comments are
addressed, and the answers thereto are contained in the text of
Amendment No. 5 to the Registration Statement. References to page
numbers contained in this letter correspond to the page numbers of
the prospectus contained in the Registration Statement. Please note
that only the substantive Comments and changes are set forth in
this letter. Comments relating to typographical errors in the
Registration Statement have been corrected but are not mentioned in
this letter.
Comments
1.
In
paragraph under “Principal Investment Objective”,
please remove the sentence stating that the Fund may invest in
other funds that also invest in space related businesses, as there
are no other such funds available at this time.
Response:
The requested text has been removed.
2.
In
the first line of the first paragraph under “Principal
Investment Strategy”, please change “correspond
generally” to “correlate”.
Response: The requested change has been
made.
3.
In
the last line of the second paragraph under “Principal
Investment Strategy”, please change the word
“Fund” to the word “Index”. In the same
sentence, please add the word “companies” after the
words “securities of”.
Response: The requested changes have been
made.
4.
In
the seventh line in the first paragraph under “The Underlying
Index”, please replace the words “considered to be
concentrated” with the word
“focused”.
Response: The requested change has been
made.
5.
Please
confirm supplementally that the Trust’s Exemptive Order
permits the Advisor to switch to a sampling
methodology.
Response: We hereby confirm that the
Trust’s Exemptive Order permits the Advisor to switch to
representative sampling.
Staff Accountant Comments:
1.
Please
note that the Auditor’s consent needs to be dated within 30
days of the filing date.
Response: A new Auditor’s consent
has been provided for the current filing.
2.
Please
note that the financials need to be current as of a date within 90
days prior to the date of filing.
Response: New financials dated March 1,
2019 have been provided for the current filing.
If you
have any further questions or wish to discuss any of the Responses,
please do not hesitate to call me at 212-655-2548, Deborah Ferraro
at 212-655-3356 or Gregory Xethalis at 212-655-2521. We greatly
appreciate your assistance with respect to the Registration
Statement.
Very
truly yours,
/s/ Kathleen H. Moriarty, Esq.
Kathleen H.
Moriarty