SecProbe.io

Mail Stop 4561
November 15, 2007
 Michael L. Sapir c/o ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000 Bethesda, Maryland  20814
Re: Commodities & Currencies Trust
Registration Statement on Form S-1 Filed October 18, 2007
  File No. 333-146801

Dear Mr. Sapir:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please provide us with copies of all graphics, maps, photographs, and related
captions or other artwork including logos th at you intend to use in the Prospectus.
Such graphics and pictorial representa tions should not be included in any
Preliminary Prospectus distributed to pr ospective investors prior to the time we
complete our review of such artwork.
2. Please include the dealer prospectus deliv ery obligation as required by Regulation
S-K, Item 502(b).
3. In your Risk Factors section, you note various risks related to regulatory

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 2

requirements, but do not seem to discuss such regulatory requirements otherwise
in the Prospectus.  Please revise the Prospectus to discuss the material
government laws and regulations that apply to your business.
4. Please provide prior performance information for each of the benchmark indices
or advise us why you believe this is not relevant to pot ential investors.
5. Please provide us with a complete copy of  any sales material which includes all
illustrations and other inserts in the fo rm you, the Authorized Participants, the
Distributor or others expect to distribut e to investors in accordance with Release
No. 33-6900 and by analogy to Item 19D of  Guide 5.  We may have further
comment after we receive your materials.
Cover Page of Registration Statement

6. In addition to listing Commodities & Currenc ies Trust as a registrant, please also
list the name of each of your 48 Funds as co -registrants.  Additionally, please list
each of the corresponding 48 Master Funds as  co-registrants.  Also note that in
addition to the Trust and Master Trust, each Fund and Master Fund must sign the
registration statement.
7. In the fee table, please list separa tely each of the 48 Funds, the proposed
maximum aggregate offering price for such  Fund, and the amount of registration
fee for such Fund.
Front Cover Page of Prospectus
8. You use the term “Authorized Participants”  but do not define it.  Please define it
in plain English.  Additionally, please defi ne other capitalized terms the first time
the terms are used.
9. Please identify the initial authorized participant.
10. Please list the amount of secu rities of each Fund that is offered.  See Regulation
S-K, Item 501(b)(2).
Summary, page 1
11. Please consider adding an organization chart (showing investors, Authorized
Participants, Funds, Master Funds, etc.) to  your summary section so that investors
can more easily understand your structure.

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 3

12. You disclose that all of your Funds’ i nvestment results ar e “before fees and
expenses.”  In the Summary section, please provide a summary of the fees and expenses described in more detail in  the “Charges” section on page 52.
The Master-Feeder Structure, page 3

13. Please briefly describe in plain Englis h the reference to the “master-feeder
structure.”
Investment Objectives, page 7
14. Please briefly describe, in plain Engl ish, how you intend to achieve the 200%
performance for each of the Ultra Funds and UltraShort Funds, and how you intend to achieve the invers e performance for the Short Funds.   Please also
briefly explain what these objectives m ean, or provide explanatory examples.
Additionally, please provide a more r obust discussion of how you intend to
achieve this performance in your “Inv estment Objectives” section on page 34.
The Managing Owner, page 9

15. We note your disclosure on page 62 which indicates your intention to reinstate
registration with the CFTC as a commod ity pool operator.  Please update us on
the status of your registration and ad just your disclosure on page 9 for
consistency.
Limitation of Liabilities, page 10
16. You state that you have “received an opi nion of counsel that each Fund will be
entitled to the benefits of the limitation on inter-series liability provided under the
Delaware Statutory Trust Act.”  Please st ate the name of such counsel, file the
opinion as an exhibit and file a wr itten consent from such counsel.
Use of Proceeds, page 12
17. We note that “substantially all” of the pr oceeds will be invested in swaps, futures
and forward contracts.  Please disclose how  the remaining proceeds will be raised.

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 4

Fees and Expenses, page 13

18. We note your disclosure within footnote 2 of page A-2 which indicates that the
Managing Owner will be responsible for paying the fees and expenses of the
Administrator, Custodian and SEI Invest ments (which provides distribution and
marketing services) out of the funds it r eceives from its management fees.  Please
expand your disclosure of management fees to reflect such information.
Risk Factors, page 16
19. Please revise your risk factor subheadings so that each one conveys the specific
risk to you.  Currently, some of your subhead ings merely state a general risk or a
fact about your business.  We note the following non-exhaustiv e list of examples:
• “The Funds and the Master Funds are s ubject to the risks associated with
being newly organized,” (page 16)
• “You may not rely on past performance in deciding whether to buy Shares, “
(page 16)
• “Lack of independent advisers re presenting investors,” (page 17)
• “Net asset value may not always corres pond to market price and, as a result,
Creation Units may be created or redeem ed at a value that differs from the
market price of the Shares,” (page 19)
• “Fewer representative commodities may result in greater benchmark
volatility,” (page 20)
• “Trading on commodity exchanges outside the United States is not subject to
U.S. regulation,” (page 20)
• ““Backwardation” or “contango” in the market prices of benchmark
commodities will affect the valu e of your Shares,” (page 21)
• “The positive performance of swap agr eements, futures and forward contracts,
and therefore your investment, is wholly dependent upon an equal and
offsetting loss,” (page 28)
• “The net asset value calculation of a Master Fund may be overstated or
understated due to the valuation method em ployed when a settlement price is
not available on the date of net a sset value calculation,” (page 28)
• “Shareholders that are not Authorized Participants may only purchase or sell
their Shares in secondary trading markets,” (page 30)

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 5

• “Shareholders do not have the rights en joyed by investors in certain other
vehicles,” (page 30)
• “The Master Fund will be s ubject to regulatory risk associated with futures
contracts,” (page 31)
Please revise throughout the Risk Factor sect ion as necessary to identify briefly in
your subheadings the specific risks to you that result from the noted facts or
uncertainties.
You cannot be assured of the Managing Owner’s continued services … page 16
20. You state that the Master Funds may be adversely affected if the Managing
Owner discontinues its activities on behalf of the Funds and the Master Funds, but
do not explain how the Master Funds may be  adversely affected.  Please revise.
“Backwardation” or “contango” in  the market prices … page 21
21. Please explain how the absence of conta ngo in relevant benchmarks of a given
UltraShort or Short Fund would be expected  to adversely affect  the value of that
UltraShort or Short Fund and positively affect the value of  that Ultra Fund.
Competing claims of intellectual property  rights may adversely affect … page 28
22. You note that patent application could “the oretically be releva nt to the Funds.”
Please provide examples of such applicati ons and describe how they could present
risks for the Funds and their investors.
Failure of Futures Commission Mercha nts to segregate assets … page 31
23. You cross reference to a section called “The Futures Commission Merchant” but
this section does not appear to be in the Prospectus.  Please advise.
Description of the Dow Jones – AI G Index and Sub-Indices, page 40
24. You describe the process known as “rolling”  a futures position, and state that the
Dow Jones – AIG is a “rolling index,” but do not explain what this means.  Please
revise.
Description of the Currencies Benchmarks, page 44
25. We note your usage of the BIS Survey.  Please provide us with highlighted
copies of this and any other study or repor t that you cite or on which you rely.
Confirm that the industry reports or studies that you rely  on were publicly
available and not prepared for you and that  you did not compensate the party that
prepared these reports or studies.  Alte rnatively, please file consents for the

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 6

parties providing this data as exhib its to the registration statement.
26. You discuss various USD / foreign currency pairs in this section.  Please disclose
the relevance of this disclosure.
Creation and Redemption of Shares, page 55

27. If not filed with your next  amendment, please provide us a draft of the form
participant agreement.  Please summari ze any provisions in the Authorized
Participant agreement that obligate an aut horized participant to  publicly distribute
shares acquired in a creation basket.
Litigation, page 58
28. We note your current disclosure.  Additionally, please describe material pending
legal proceedings to which you are a part y.  Please see Regulation S-K, Item 103
and Instruction 4 thereto.
Description of the Shares and The Master  Fund Units; The Funds; Certain Material
Terms of the Trust Agreements, page 59
Description of the Shares and the Master Fund Units, page 59
29. In this section, you state that the Shares may be purchased from each Fund but
only by Authorized Participants.  On pa ge 65 under “Shares Freely Transferable,”
however, you state that each Fund’s Sh ares may be bought and sold on the
American Stock Exchange like other s ecurities, and on page 91 under “Plan of
Distribution,” you state that that retail investors may purchase and sell Shares
through traditional brokerage accounts.  Pleas e revise to clarify your disclosure to
distinguish between new issuances / rede mptions and secondary trading on the
American Stock Exchange.
Net Asset Value, page 65
30. Please revise the second paragraph to more clearly describe how you calculate
indicative net asset value of a commod ities index fund, commodities fund and
currency fund.
The Administrator, page 69
31. Please describe the role and res ponsibilities of the Administrator.

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 7

Distribution Services Agreement, page 75

32. Please provide examples of the “certain distribution services” that SEI
Investments will provide to each Fund.
Likelihood of Becoming a Stat utory Underwriter, page 90
33. Please disclose that the initial Authorized  Participant is actin g as an underwriter.
Financial Statements, page F-1
34. It appears that you intend to include financial statements of Commodities &
Currencies Trust and Commodities & Currencies Master Trust in a subsequent amendment.  Please explain to us your basis in GAAP for consolidating each of
the funds and the master funds with the Trust and Master Trust respectively.
Alternatively, confirm for us that you will include separate financial statements for each fund and master fund.
Item 16. Exhibits and Financial Statements, page II-2

35. Please submit all exhibits as promptly as possible.  We will review the exhibits
prior to granting effectiven ess of the registration stat ement and may have further
comments after our review.  If you are not in a position to file your legal and tax
opinions with the next amendment, please provide draft copies for us to review.
Item 17. Undertakings
36. Please include the undertaking required by Item 512(a)(5) of Regulation S-K.
*     *     *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Michael L. Sapir
c/o ProShare Capital Management LLC November 15, 2007 Page 8

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time aft