SecProbe.io

December 27, 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 November 29, 2011 File No. 333-178212
Dear Ms. Doberman:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.  If you do not beli eve our comments appl y 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.
 General

 1. We refer to your statements on the prospect us cover page and on page 10 that you are
not an investment company subject to the Investment Company Act of 1940. We
note, however, that you may invest in swap  agreements.  If you are relying on an
exemption from registration under the Inve stment Company Act of 1940, please tell
us.  Please provide us with a detailed analysis of this exemption and how your
investment strategy will support this exemp tion.  Please note that we will refer your
response to the Division of Investme nt Management for further review.
 2. We note that the initial purchases by the in itial Authorized Participant will be two
Creation Baskets, equal to $2 million per Creation Unit, per Fund.  You have only
registered $1 million per Fund, however.  Please advise.

3. Please tell us what consideration you ga ve to including a suit ability section for
potential investors wi th the prospectus.

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 2

4. Please add disclosure that explains the new CFTC rules on position limits adopted in
October 2011 and the impact those ru les may have on your business.
 5. Throughout the prospectus you state that e ach Fund may hold “certain variable rate-
demand notes and collateralized repurc hase agreements.”  Please expand your
disclosure in the prospectus  where appropriate to descri be what percentage of your
assets may be in these certain variab le rate-demand notes and collateralized
repurchase agreements.  Please explain further what you mean by “certain” variable rate-demand notes.  For both of these t ypes of investments, please revise your
disclosure in the prospectus  where appropriate, including in the MD&A, to describe
the credit and liquidity risks, types of counterparties, types of collateral and key terms
for these potential i nvestments.
 Prospectus Cover Page

 6. Please state whether or not it is the intent of each Fund to track its respective index
whether positive or negative.
 7. Please state that shareholders who purchase your Shares will rece ive a Schedule K-1.

Summary, page 1

 8. We note that the fund names include the te rm “managed”.  It is unclear from your
disclosure how these are ma naged funds.  Please clarify.

9. In paragraph two of the “Overview” sec tion, you state that each Fund will invest in
Financial Instruments to gain exposure to the applicable index, as a substitute for
investment directly in Commodities Futures Co ntracts or Financial Futures Contracts.
In the first sentence of paragraph three,  however, you state that each Fund will
primarily invest in Commodities Futures Contracts or Financial Futures Contracts.  Please clarify to what extent the Funds a ssets will be invest ed in Commodities
Futures Contracts or Financial Futures Contracts, and to what extent they will be invested in related Fina ncial Instruments.
 Description of the Funds’ Indexes, page 14

 10. We refer to the example on page 17 provided in your discussion of rebalancing sector
weights.  You note that the Index, assuming energy is long, will rebalance the Japanese yen and grains to 6.85% and 11.16% , respectively.  This does not match the
Index weight provided on page 14.  Please advise.
 11. Please disclose when the Index and each Sub-Index were developed.  We may have
further comments.

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 3
 12. Please describe the procedures or met hodology for computing the index weights over
time and how often the weighting scheme changes.
 13. We note your disclosure in th is section that the sectors are rebalanced monthly and
that long or short positions will change monthly.  Please explain how this monthly
rebalancing and change in long or short pos itions may affect the performance of each
Fund and the level of volatility and risk to investors.
 Investment Objectives and Principa l Investment Strategies, page 19

 14. Please provide additional disclosure on your investment objectives and strategies.
Please revise your disclosure to explain wh at you mean by “obtain exposure to the
Index or to a Sub-Index.”  For example, if  you intend to track the performance of the
Index or to a Sub-Index over a certain pe riod of time, please clearly state so and
describe the relevant  time periods.
 15. On page 1 you state that the Sponsor relies  on a pre-determined model to generate
orders.  Please explain what this model is  designed to accomplish, how it was derived
and whether it can be changed.  If it can be changed, please describe how and when
will you notify shareholders.

16. Please include a detailed discussion of how  position limits may impact the Funds.
 Swap Agreements, page 19

 17. Please identify, if known, the counterparties to any swap agreements into which you
may enter.  In addition, indicate the potent ial percentage of fund assets that you may
invest in swap agreements, or indicate if  there is a limit on th e percentage of fund
assets that may be invested in swap agreements.  If no such limit exists, please disclose.
18. You state that the notional amounts reflect th e extent of a Fund’s total investment
exposure under the swap agreement.  You al so state, however, that each Fund that
invests in swaps bears the risk of loss of the net amount.  Please revise your
disclosure to clarify that each Fund’s expos ure is the notional amount and revise your
risk factor on page 7 and your MD&A  section on page 25 accordingly.
 Charges, page 27

 19. Please include an estimate of rebalancing co sts in the breakeven table or in a footnote
thereto.
 20. You refer to expenses that will be paid by the Sponsor in this section.  Please revise
your disclosure to clarify if the table incl udes such expenses and to disclose if the
Sponsor is contractually require d to make such payments.

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 4

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 5
 Litigation, page 68

 21. Please provide all the disclosu re required by Item 103 of Regulation S-K for the class
action lawsuit in which Louis Mayberg and Michael Sapir have been named
defendants.
 Part II

 Item 16.  Exhibits and Financia l Statement Schedules, page II-1

 22. Please file your remaining exhibits as soon as possible in order to allow us sufficient
time to review those documents. If you are not prepared to file  your legal and tax
opinions with your next amendment, please pr ovide draft opinions for us to review.
 Signatures, page II-5

 23. Please provide the signature of your contro ller or principal accounting officer, or tell
us why you believe it is not required.  In a ddition, please also provi de the signature of
the Sponsor or revise the signature pa ge to indicate it has been provided.

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.

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

Amy Doberman, Esq. ProShares Trust II December 27, 2011 Page 6
 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.
 You may contact Kristina Ab erg, Attorney-Advisor, at ( 202) 551-3404 or me at (202)
551-3655 if you have questions regarding these comments or with any other questions.

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