SecProbe.io

January 18, 2012
 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 December 22, 2011
  File No. 333-178707

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 amending your registration statement and providing the
requested information.  Where you do not beli eve 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.
 General

 1. We refer to your statements on the prospectus  cover page and on page 21 that you are not
an investment company subject to the I nvestment Company Act of 1940.  We note,
however, that you may invest in forward contra cts.  If you are relying on an exemption
from registration under the Investment Co mpany Act of 1940, please tell us.  Please
provide us with a detailed an alysis of this exemption a nd how your investment strategy
will support this exemption.  Please note that we will refer your response to the Division
of Investment 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 F und, however.  Please advise.

Amy Doberman, Esq. ProShares Trust II January 18, 2012 Page 2

 3. 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.
 4. Throughout the prospectus you state that e ach Fund may hold “certain variable rate-
demand notes and collateralized repurchase agreements.”  Please expand your disclosure
in the prospectus where appropria te to describe what percentage of your assets may be in
these certain variable rate-demand notes a nd collateralized repurchase agreements.
Please explain further what you mean by “certa in” variable rate-demand notes.  For both
of these types of investments, please revise  your disclosure in the prospectus where
appropriate, including in the MD&A, to descri be the credit and liquid ity risks, types of
counterparties, types of collateral and key te rms for these potential investments.
 Prospectus Cover Page

 5. Please confirm that your prospectus cover page will be no more than one page in length.
 Summary, page 1

 6. Please revise the summary section of your prospe ctus to describe the issues investors may
face as a result of receiving a Schedule K-1. In  particular we note that Schedules K-1 are
usually complex and involve the engagement by individuals of sophis ticated tax experts.
 Risk Factors, page 6

 7. Please revise the hypothetical that  begins at the bottom of page  6 and ends at the top of
page 7 to illustrate an example us ing three times (3x) leverage.
 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.

9. Please add additional disclosure on how you inte nd to roll the futures contracts in which
you intend to invest, or whethe r it is your intent to set tle such contracts, and add
disclosure of any related contango and backwardation risk.  Also discuss how each fund will be rebalanced.  Include a discussion of anticipated fees you ma y incur in connection
with such rebalancing.
10. Please provide historical data on the excha nge rate for each Fund’s underlying currency
and the ICE U.S. Dollar Index.
 11. On page 2 you state that the Financial Inst ruments may include currency-based option
contracts.  Please expand your disclosure in this section to describe such currency-based

Amy Doberman, Esq. ProShares Trust II January 18, 2012 Page 3

 option contracts, including the risks of investing in such co ntracts and the impact it may
have on an investment in any Fund.
 12. Please identify, if known, the anticipated counterp arties to the forward contracts.  Please
also state if you expect there to be counterparty concentration.
 Charges, page 36

 13. Please include an estimate of rebalancing co sts in the breakeven table or in a footnote
thereto.
 14. You refer to expenses that will be paid by the Sponsor in this section.  Please revise your
disclosure to clarify if  the table includes such expenses and to disclose if the Sponsor is
contractually required to make such payments.
 Litigation, page 82

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

Part II

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

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

 17. Please provide the signature of your controlle r or principal accounting officer, or tell us
why you believe it is not required. In additi on, please also provide the signature of the
Sponsor or revise the signature page  to indicate it ha s been provided.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Amy Doberman, Esq. ProShares Trust II January 18, 2012 Page 4

  should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 the 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 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
Please contact Kristina Aberg, Attorney-A dvisor, at (202) 551-3404 or me at
(202) 551-3655 if you have questions regard ing these comments or on any related
matters.
Sincerely,
         / s /  S o n i a  G u p t a  B a r r o s
Sonia Gupta Barros Special Counsel
 cc:  Kenneth C. Fang, Esq.