Blueprint
PROCURE ETF TRUST II
16 Firebush Road
Levittown, PA 19056
March
15, 2019
VIA
EDGAR
Securities and
Exchange CommissionWashington, D.C. 20549
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Re:
Request for Acceleration of Effectiveness of
Pre-Effective Amendment No.
5
Registration
Statement on Form N-1A (File No. 333-222463)
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Dear Ms. O’Neal:
Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), Procure ETF Trust II
(the “Trust”) hereby requests that the effective date
of the above-captioned Registration Statement be accelerated so
that the Registration Statement may become effective at 9:00 a.m
(EDT) on March 21, 2019, or as soon thereafter as
practicable.
In
addition, we hereby confirm that we will make the additional
requested edit to the final prospectus so that the last line in the
second paragraph under “Principal Investment Strategy”
will read as follows:
“As
of December 31, 2018, the Index was concentrated in the securities
of companies that utilize satellite technology, which represent a
significant portion of the Index.”
The
Trust is aware of its responsibilities under the Securities Act as
they relate to the proposed public offering of the securities
specified in the Registration Statement. In requesting such
acceleration, the Trust acknowledges that (i) should the Commission
or the Staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration
Statement, (ii) the action of the Commission or the Staff, acting
pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Trust from its full
responsibility for the adequacy or accuracy of the disclosure in
the Registration Statement, and (iii) the Trust may not assert
Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Very
truly yours,
/s/
Robert S. Tull
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By:
Robert S. Tull
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Title:
President
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Quasar Distributors, LLC
777 E Wisconsin Avenue
Milwaukee, WI 53202
March 15, 2019
VIA EDGAR
Securities and
Exchange CommissionWashington, D.C. 20549
|
Re:
Request
for Acceleration of Effectiveness of Pre-Effective Amendment No.
5
Registration Statement on Form N-1A (File
No. 333-222463)
|
Dear Ms. O’Neal:
As
principal underwriter for Procure ETF Trust II (the
“Registrant”), the undersigned hereby requests,
pursuant to Rule 461 of Regulation C under the Securities Act of
1933, as amended (“1933 Act”), that effectiveness under
the 1933 Act of Pre-Effective Amendment No. 5 to the
Registrant’s registration statement on Form N-1A be
accelerated to 9:00 a.m. (EDT) on March 21, 2019, or as soon
thereafter as practicable. Pre-Effective Amendment No. 5 is
filed under the 1933 Act and the Investment Company Act of 1940, as
amended. The undersigned is aware of its obligations under the 1933
Act.
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Very
truly yours,
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Quasar
Distributors, LLC
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/s/
Teresa Cowan
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By:
Teresa Cowan
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Title:
President
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