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) — Jun 11, 2012
ProShares Trust II (AGQ, EUO, GLL, SCO, UCO, UGL, ULE, YCL, YCS, ZSL, BOIL, KOLD, SVXY, UVXY, VIXM, VIXY) (CIK 0001415311)
Date: June 11, 2012 · CIK: 0001415311 · Accession: 0001193125-12-267161
AI Filing Summary & Sentiment
File numbers found in text: 333-176878
Letter
VIA EDGAR CORRESPONDENCE Division of Corporation Finance Washington, D.C. 20549 Re: ProShares Trust II Amendment No. 3 to Form S-1 Filed on June 11, 2012 (File No. 333-176878)
Dear Ms. Barros:
We are submitting Pre-Effective Amendment No. 3 to the Form S-1 registration statement (the “Registration Statement”) filed on behalf of ProShares Trust II (the “Registrant”), initially on September 16, 2011 and amended on December 20, 2011 and January 27, 2012. We believe that we have addressed each of the comments raised by the Securities and Exchange Commission (the “Commission”) staff, including those provided supplementally on March 7 and March 15, 2012.
We note that the Registrant is aware of its responsibilities under the Securities Act of 1933 as they relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant acknowledges that, should the Commission or its staff, acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Registrant acknowledges that the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility regarding the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that it may not assert 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.
To assist with your review, we will provide a blacklined copy of the Registration Statement marked to reflect all changes from the filing made on January 27, 2012. If you have any further comments or questions regarding this filing, please contact me at (240) 497-6577.
Thank you for your time and attention to this matter.
Very truly yours,
/s/ Kenneth C. Fang
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CORRESP 1 filename1.htm Correspondence ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000, East Tower Bethesda, MD 20814-6527 June 11, 2012 VIA EDGAR CORRESPONDENCE Sonia Barros Special Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: ProShares Trust II Amendment No. 3 to Form S-1 Filed on June 11, 2012 (File No. 333-176878) Dear Ms. Barros: We are submitting Pre-Effective Amendment No. 3 to the Form S-1 registration statement (the “Registration Statement”) filed on behalf of ProShares Trust II (the “Registrant”), initially on September 16, 2011 and amended on December 20, 2011 and January 27, 2012. We believe that we have addressed each of the comments raised by the Securities and Exchange Commission (the “Commission”) staff, including those provided supplementally on March 7 and March 15, 2012. We note that the Registrant is aware of its responsibilities under the Securities Act of 1933 as they relate to the proposed public offering of the securities specified in the Registration Statement. The Registrant acknowledges that, should the Commission or its staff, acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Registrant acknowledges that the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility regarding the adequacy and accuracy of the disclosure in the filing. Finally, the Registrant acknowledges that it may not assert 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. To assist with your review, we will provide a blacklined copy of the Registration Statement marked to reflect all changes from the filing made on January 27, 2012. If you have any further comments or questions regarding this filing, please contact me at (240) 497-6577. Thank you for your time and attention to this matter. Very truly yours, /s/ Kenneth C. Fang Kenneth C. Fang ProShare Capital Management LLC Vice President and Legal Counsel cc: Kristina Aberg, Esq. (SEC) - 2 -