SEC Company Response from ProShares Trust II (AGQ, EUO, GLL, SCO, UCO, UGL, ULE, YCL, YCS, ZSL, BOIL, KOLD, SVXY, UVXY, VIXM, VIXY) (CIK 0001415311) (AGQ) — Nov 19, 2008
ProShares Trust II (AGQ, EUO, GLL, SCO, UCO, UGL, ULE, YCL, YCS, ZSL, BOIL, KOLD, SVXY, UVXY, VIXM, VIXY) (CIK 0001415311)
Date: Nov. 19, 2008 · CIK: 0001415311 · Accession: 0001193125-08-239225
AI Filing Summary & Sentiment
File numbers found in text: 333-146801
Letter
Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: ProShares Trust II (the “Company”) Pre-Effective Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-146801)
Dear Mr. McTiernan:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”), ProShare Capital Management LLC as sponsor of the Company, hereby requests acceleration of the effective date of the Company’s Registration Statement on Form S-1, File No. 333-146801, so that the Registration Statement may be declared effective at 9:00 a.m. on Thursday, November 20, 2008, or as soon as practicable thereafter.
We hereby acknowledge that:
1. Should the Securities and Exchange Commission (the “Commission”), or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with regard to the filing;
2. 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 responsibility for the adequacy and accuracy of the disclosure in this filing;
3. The Company may not assert Staff comments and 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; and
4. The Company is aware of its respective obligations and responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the above referenced Registration Statement
Very truly yours,
PROSHARES TRUST II
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CORRESP 1 filename1.htm Acceleration Request PROSHARE CAPITAL MANAGEMENT LLC 7501 WISCONSIN AVENUE, SUITE 100 BETHESDA, MARYLAND 20814 November 19, 2008 Michael McTiernan Special Counsel Securities and Exchange Commission Division of Corporation Finance 100 F. Street NE Mail Stop 4561 Washington, D.C. 20549 Re: ProShares Trust II (the “Company”) Pre-Effective Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-146801) Dear Mr. McTiernan: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”), ProShare Capital Management LLC as sponsor of the Company, hereby requests acceleration of the effective date of the Company’s Registration Statement on Form S-1, File No. 333-146801, so that the Registration Statement may be declared effective at 9:00 a.m. on Thursday, November 20, 2008, or as soon as practicable thereafter. We hereby acknowledge that: 1. Should the Securities and Exchange Commission (the “Commission”), or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with regard to the filing; 2. 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 responsibility for the adequacy and accuracy of the disclosure in this filing; 3. The Company may not assert Staff comments and 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; and 4. The Company is aware of its respective obligations and responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the above referenced Registration Statement Very truly yours, PROSHARES TRUST II By: ProShare Capital Management LLC, as sponsor By: /s/ Michael L. Sapir Name: Title: Michael L. Sapir Chief Executive Officer