SEC Comment Letter for ProShares Trust II (AGQ, EUO, GLL, SCO, UCO, UGL, ULE, YCL, YCS, ZSL, BOIL, KOLD, SVXY, UVXY, VIXM, VIXY) (CIK 0001415311) (AGQ) — Jul 15, 2014
ProShares Trust II (AGQ, EUO, GLL, SCO, UCO, UGL, ULE, YCL, YCS, ZSL, BOIL, KOLD, SVXY, UVXY, VIXM, VIXY) (CIK 0001415311)
Date: July 15, 2014 · CIK: 0001415311 · Accession: 0000000000-14-035713
AI Filing Summary & Sentiment
File numbers found in text: 333-196884
Letter
July 1 5, 2014 Via E -mail Amy Doberman General Counsel ProShare Capital Management LLC 7501 Wisconsin Avenue, Suite 1000 Bethesda, Maryland 20814
Re: ProShares Trust II Registration Statement on Form S-1 Filed June 18, 2014 File No. 333-196884
Dear Ms. Doberman :
We have limited our review of your registration 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 believe 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 registration statement and the information you provide in response to these comments , we may have additional comments.
Plan of Distribution, page 133
1. We note your disclosure on your cover page regarding the initial Authorized Participant(s) for the Managed Futures Fund. Please identify the initial Authorized Participant(s) for the M anaged Futures Fund in this section and include a statement that such initial Authorized Participants will be deemed to be statutory underwriters or advise .
Signatures
2. Please provide the signature of your controller or principal accounting officer.
We urge a ll persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its manag ement are in
Amy Doberman ProShares Trust II July 1 5, 2014 Page 2
possession of all facts relating 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 acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant t o 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 effect iveness 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 requests for acceleration . We will consider a written request for acceler ation of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the 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 registration statement.
You may contact Coy Garri son, Staff Attorney, at (202) 551 -3466, or me at (202) 551 - 3233 with any other questions.
Sincerely,
/s/ Tom Kluck
Show Raw Text
July 1 5, 2014 Via E -mail Amy Doberman General Counsel ProShare Capital Management LLC 7501 Wisconsin Avenue, Suite 1000 Bethesda, Maryland 20814 Re: ProShares Trust II Registration Statement on Form S-1 Filed June 18, 2014 File No. 333-196884 Dear Ms. Doberman : We have limited our review of your registration 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 believe 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 registration statement and the information you provide in response to these comments , we may have additional comments. Plan of Distribution, page 133 1. We note your disclosure on your cover page regarding the initial Authorized Participant(s) for the Managed Futures Fund. Please identify the initial Authorized Participant(s) for the M anaged Futures Fund in this section and include a statement that such initial Authorized Participants will be deemed to be statutory underwriters or advise . Signatures 2. Please provide the signature of your controller or principal accounting officer. We urge a ll persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its manag ement are in Amy Doberman ProShares Trust II July 1 5, 2014 Page 2 possession of all facts relating 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 acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o 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 effect iveness 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 requests for acceleration . We will consider a written request for acceler ation of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the 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 registration statement. You may contact Coy Garri son, Staff Attorney, at (202) 551 -3466, or me at (202) 551 - 3233 with any other questions. Sincerely, /s/ Tom Kluck Tom Kluck Legal Branch Chief cc: Victor Chiu, Esq. Sidley Austin LLP