SecProbe.io

October 17, 2011
 Via E-mail

Amy Doberman, Esq. General Counsel ProShares Trust II c/o ProShares Capital Management LLC 7501 Wisconsin Avenue, Suite 1000 Bethesda, MD  20814
Re: ProShares Trust II
  Registration Statement on Form S-1
Filed September 16, 2011
  File No. 333-176878

Dear Ms. Doberman:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  Where you do not be lieve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.

Registration Statement

1. We note that you have included in this regist ration statement eleven separate series.
The cover page of each prospectus included in the registration statement states that
the Trust may from time to time offer to sell  common units of beneficial interest of
other series of the Trust iden tified in the future by suppl ement.  Please tell us why
you believe it would be appropriate to include  additional series in future supplements
to the prospectus.

Prospectus for ProShares Ultra DJ-UBS Commodity et al.

General
 2. We refer to your statements on the prospect us cover page and on page 17 that you are
not an investment company subject to the Investment Company Act of 1940. We
note, however, that you may invest in forwar d contracts and swap agreements.  If you

Amy Doberman, Esq. ProShares Trust II October 17, 2011 Page 2
 are relying on an exemption from registra tion under the Investme nt Company Act of
1940, please tell us.  Please pr ovide us with a detailed anal ysis of this exemption and
how your investment strategy will support this exemption.  Please note that we will refer your response to the Division of Inve stment Management for further review.
 Prospectus Cover Page

 3. Please clearly identify the benchmark for each Fund on the cover page.  In addition,
please clarify that most Funds will not i nvest in the benchmark’s underlying assets,
but will attempt to match benchmark return s through investments in certain financial
instruments.
Risk Factors, page 4

 Due to the compounding of daily returns . . . ., page 4

 4. Please revise this risk factor to provide an example that i llustrates losses in addition to
or in lieu of gains and present the exampl e with losses first.  Please also include a
total return example that is for a period of longer than 5 days.

5. We refer to your disclosure on page 8 that  states that “the table shows, with a
benchmark volatility of 40%, such a fund woul d return 3.1%, again absent the effects
of compounding.”  Given that the point of the table is to  show estimated fund returns
over a one-year period, please explain to us why you have  removed the effects of
compounding from the table.
 Description of the Dow J ones–UBS Commodity Index and Subindexes, page 22

 6. Please provide the current percentage make -up of the composite commodities of the
Dow Jones–UBS Commodity Index.
 7. We refer to your description of the Do w Jones–UBS Natural Gas Subindex on page
23.  Please revise your disclo sure to expand your descri ption of this Subindex,
including how the roll feature work s and the impact that contango and
backwardization may have on its performance.   Please provide quantitative disclosure
that illustrates how the Subindex may differ from the spot price of natural gas.  Please also consider revising your risk factor, “The Commodity Index Funds are linked to
indexes comprised of commodity futures cont racts, and are not directly linked to the
spot prices . . . .” on page 13 accordingly.
 Investment Objectives and Principa l Investment Strategies, page 27

 8. Please tell us the percentage of each Fund’ s assets that will be held in Financial
Instruments and the percentage in ea ch type of Financial Instrument.

Amy Doberman, Esq. ProShares Trust II October 17, 2011 Page 3
 9. With respect to the Natural Gas Funds, pleas e discuss in greater detail how you intend
to roll futures contracts and how position li mits may affect the Natural Gas Funds.
 Charges, page 42

 10. To the extent that you anticipate rebalancing costs and such costs are not reflected in
the Breakeven Table, please revise the narr ative or provide footnote disclosure, as
appropriate, to reflect these costs.
Material U.S. Federal Income Tax Considerations, page 53

 11. We note that your shareholders will recei ve a Schedule K-1 that reports their
allocable portion of tax items.  Please cons ider explaining this on the cover page of
the prospectus.  Please also include risk factor disclosure in the summary of the
prospectus and in the risk factor section on issues investors may face because of this
tax treatment.  In particular we note th at Schedules K-1 are usually complex and
involve the engagement by individuals of sophis ticated tax experts.
 Incorporation by Reference of Certain Documents, page 96

12. We refer to the last bullet point on page 97 that forward incorporates all reports filed
pursuant to Section 13(a) of  15(d) of the Exchange Act since December 31, 2010 and
prior to the effectiveness of this registrati on statement.  Form S-1 does not provide for
forward incorporation by reference of Exchange Act reports.  If you wish to
incorporate by reference an Exchange Act repo rt filed after your initial filing date but
prior to effectiveness, you must file a pr e-effective amendment a nd include a specific
reference to such report.  Refer to Secu rities Act Forms Compliance and Disclosure
Interpretation 113.05

Prospectus for ProShares Ultra VIX Short-Term Futures ETF et al.

General
 13. Please conform the VIX Funds prospectus to  all applicable comments above related
to the prospectus for ProShares Ultra DJ-UBS Commodity et al.
 Prospectus Cover Page

 14. Please clearly identify the benchmark associat ed with each Fund and clarify that it is
the intent for the Matching F unds to track the benchmark.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Amy Doberman, Esq. ProShares Trust II October 17, 2011 Page 4

Notwithstanding our comments, in the event you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, 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 th e disclosure in the filing; and

 the company may not assert staff comments a nd 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.  Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.

Please contact Kristina Aberg, Attorney-Advi sor, at (202) 551-3404 or me at (202)
551-3655 if you have questions regarding thes e comments or on any related matters.

Sincerely,
   /s/ Sonia Gupta Barros
Sonia Gupta Barros Special Counsel
 cc: Kenneth C. Fang, Esq.