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) — Mar 23, 2016
ProShares Trust II (AGQ, EUO, GLL, SCO, UCO, UGL, ULE, YCL, YCS, ZSL, BOIL, KOLD, SVXY, UVXY, VIXM, VIXY) (CIK 0001415311)
Date: March 23, 2016 · CIK: 0001415311 · Accession: 0001193125-16-515295
AI Filing Summary & Sentiment
File numbers found in text: 333-210024
Referenced dates: March 23, 2016
Letter
VIA EDGAR CORRESPONDENCE ProShares Trust II Registration Statement on Form S-3 Filed March 8, 2016 File No. 333-210024
Dear Ms. Ayoola:
We are writing to respond to the comment that you and Tom Kluck communicated to us by letter dated March 23, 2016, relating to the Registration Statement on Form S-3 of ProShares Trust II (the “Registrant”), which was filed with the Securities and Exchange Commission on March 8, 2016.
For ease of reference, the comment has been restated in italics below before our response. Capitalized terms not otherwise defined have the same meanings as those in the Registration Statement.
1. Comment: We note that you are registering common units in a primary offering on Form S-3 for ten funds, including ProShares UltraShort Gold. However, it does not appear that ProShares UltraShort Gold meets the transaction requirements under General Instruction I.B.1 of Form S-3 because its aggregate market value within 60 days prior to the date of filing the Form S-3 appears to be less than $75 million. Thus, please explain to us how you are eligible to use Form S-3 for ProShares UltraShort Gold or alternatively, please amend your registration statement on an appropriate form for ProShares UltraShort Gold.
Response: After checking with the Registrant’s custodian we confirm that the aggregate market value of ProShares UltraShort Gold exceeded $75 million within 60 days prior to the date of filing the Form S-3 (March 8, 2016). As a result, ProShares UltraShort Gold is eligible to use Form S-3.
* * * * *
We hope that this response adequately addresses your comment. If you have any further comments or questions regarding this Registration Statement, please contact me at (240) 497-6578. Thank you for your time and attention to this filing.
Very truly yours,
/s/ Robert J. Borzone, Jr.
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CORRESP 1 filename1.htm CORRESP ProShare Capital Management LLC 7501 Wisconsin Avenue Suite 1000, East Tower Bethesda, MD 20814-6527 Phone: 240.497.6400 Fax: 240.497.6530 www.ProShares.com March 23, 2016 VIA EDGAR CORRESPONDENCE Folake Ayoola Senior Attorney U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: ProShares Trust II Registration Statement on Form S-3 Filed March 8, 2016 File No. 333-210024 Dear Ms. Ayoola: We are writing to respond to the comment that you and Tom Kluck communicated to us by letter dated March 23, 2016, relating to the Registration Statement on Form S-3 of ProShares Trust II (the “Registrant”), which was filed with the Securities and Exchange Commission on March 8, 2016. For ease of reference, the comment has been restated in italics below before our response. Capitalized terms not otherwise defined have the same meanings as those in the Registration Statement. 1. Comment: We note that you are registering common units in a primary offering on Form S-3 for ten funds, including ProShares UltraShort Gold. However, it does not appear that ProShares UltraShort Gold meets the transaction requirements under General Instruction I.B.1 of Form S-3 because its aggregate market value within 60 days prior to the date of filing the Form S-3 appears to be less than $75 million. Thus, please explain to us how you are eligible to use Form S-3 for ProShares UltraShort Gold or alternatively, please amend your registration statement on an appropriate form for ProShares UltraShort Gold. Response: After checking with the Registrant’s custodian we confirm that the aggregate market value of ProShares UltraShort Gold exceeded $75 million within 60 days prior to the date of filing the Form S-3 (March 8, 2016). As a result, ProShares UltraShort Gold is eligible to use Form S-3. * * * * * 1 We hope that this response adequately addresses your comment. If you have any further comments or questions regarding this Registration Statement, please contact me at (240) 497-6578. Thank you for your time and attention to this filing. Very truly yours, /s/ Robert J. Borzone, Jr. ProShare Advisors LLC Vice President and Legal Counsel cc: Tom Kluck Legal Branch Chief, Office of Real Estate and Commodities 2