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) — Mar 16, 2018
ProShares Trust II (AGQ, EUO, GLL, SCO, UCO, UGL, ULE, YCL, YCS, ZSL, BOIL, KOLD, SVXY, UVXY, VIXM, VIXY) (CIK 0001415311)
Date: March 16, 2018 · CIK: 0001415311 · Accession: 0000000000-18-008228
AI Filing Summary & Sentiment
File numbers found in text: 333-223012
Letter
Mail Stop 3233 March 16 , 2018 Via E -mail Michael L. Sapir Chief Executive Officer ProShares Trust II 7501 Wisconsin Avenue Suite 1000E Bethesda, Maryland 20814
Re: ProShares Trust I I Amendment No. 1 to Registration Statement on Form S-1 Filed March 14 , 2018 File No. 333-223012
Dear Mr. Sapir :
We have limited our review of your registration statement to those issues w e have addressed in our comment . In our comment, 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 . If you do not believe our com ment applies to your f acts 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 this comment , we may have additional c omments.
Cover Page
1. We note that three of your series names include the term “ETF.” Please revise your disclosure on the prospectus cover page, that the Funds are not registered and subject to regulation under the 1940 Act, to cross -reference the risk factor discussion of th is issue on page 32. Please also revise the re levant risk factor on page 32 to describe in greater detail the protections afforded by the 1940 Act, which are not available to investors here.
Michael L. Sapir ProShares Trust I I March 16 , 2018 Page 2
We remind you that the company and its management are re sponsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Joshua Lobert , Staff Attorney , at (202) 551 -7150 or me at (202) 551 -3215 with any questions.
Sincerely,
/s/ Kim McManus
Show Raw Text
Mail Stop 3233 March 16 , 2018 Via E -mail Michael L. Sapir Chief Executive Officer ProShares Trust II 7501 Wisconsin Avenue Suite 1000E Bethesda, Maryland 20814 Re: ProShares Trust I I Amendment No. 1 to Registration Statement on Form S-1 Filed March 14 , 2018 File No. 333-223012 Dear Mr. Sapir : We have limited our review of your registration statement to those issues w e have addressed in our comment . In our comment, 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 . If you do not believe our com ment applies to your f acts 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 this comment , we may have additional c omments. Cover Page 1. We note that three of your series names include the term “ETF.” Please revise your disclosure on the prospectus cover page, that the Funds are not registered and subject to regulation under the 1940 Act, to cross -reference the risk factor discussion of th is issue on page 32. Please also revise the re levant risk factor on page 32 to describe in greater detail the protections afforded by the 1940 Act, which are not available to investors here. Michael L. Sapir ProShares Trust I I March 16 , 2018 Page 2 We remind you that the company and its management are re sponsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Joshua Lobert , Staff Attorney , at (202) 551 -7150 or me at (202) 551 -3215 with any questions. Sincerely, /s/ Kim McManus Kim McMa nus Senior Attorney Office of Real Estate and Commodities