ProShares Ultra Gold (UGL) S-3/A Shelf registration (amended)

Exhibit 107

Calculation of Filing Fee Tables

S-3/A

(Form Type)

ProShares Trust II

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Fees Previously Paid

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Carry Forward Securities (1)

Carry Forward Securities

exchange-traded vehicle security

ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest

Rule 415(a)(6)

$3,318,328,287

$3,318,328,287

$362,030

S-3

File No. 333-253088

March 29, 2021

$362,030

Total Offering Amounts

$6,266,008,987

$635,280

Total Fees Previously Paid

$635,280

Total Fee Offsets

$0

Net Fee Due

$0

(1) Another series of the Registrant that is registering the offering of Common Units of Beneficial Interest pursuant to a separate Registration Statement on Form S-3, as amended (File No. 333-259558), which was initially filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2021, ProShares Ultra Bloomberg Crude Oil, is carrying forward a portion of the value of the unsold Common Units of Beneficial Interest offered thereby pursuant to the Registration Statement on Form S-3, as amended (File No. 333-253163), which was initially filed with the SEC February 16, 2021 and declared effective by the SEC on March 29, 2021 (the “Prior Commodities S-3 Registration Statement”). ProShares Ultra Bloomberg Crude Oil is not carrying forward the remaining $1,500,000,000 value of the unsold Common Units of Beneficial Interest offered thereby pursuant to the Prior Commodities S-3 Registration Statement. Pursuant to Rule 457(p) under the 1933 Act, the Registrant hereby offsets a portion of the remaining amount of the registration fee due in connection with the registration of $2,009,782,295 in additional value of Common Units of Beneficial Interest relating to ProShares Ultra VIX Short-Term Futures ETF by allocating the credit received from the registration fees previously paid ($192,120) in connection with unsold Common Units of Beneficial Interest relating to ProShares Ultra Bloomberg Crude Oil. Another series of the Registrant that is registering the offering of Common Units of Beneficial Interest pursuant to this Registration Statement, ProShares Short VIX Short-Term Futures ETF, is carrying forward a portion of the value of the unsold Common Units of Beneficial Interest offered thereby pursuant to the Registration Statement on Form S-3, as amended (File No. 333-253088), which was initially filed with the SEC on February 12, 2021 and declared effective by the SEC on March 29, 2021 (the “Prior VIX S-3 Registration Statement”) . ProShares Short VIX Short-Term Futures ETF is not carrying forward the remaining $700,000,000 value of the unsold Common Units of Beneficial Interest offered thereby pursuant to the Prior VIX S-3 Registration Statement. Pursuant to Rule 457(p) under the 1933 Act, the Registrant hereby offsets a portion of the remaining amount of the registration fee due in connection with the registration of $937,898,405 in additional value of Common Units of Beneficial Interest relating to ProShares Ultra VIX Short-Term Futures ETF by allocating the credit received from the registration fees previously paid ($81,130) in connection with unsold Common Units of Beneficial Interest relating to ProShares Short VIX Short-Term Futures ETF.

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Fees Previously Paid

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Carry Forward Securities(1)

Carry Forward Securities

exchange-traded vehicle security

ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest

Rule 415(a)(6)

$510,337,199

n/a

$510,337,199

$59,148

S-3

File No. 333-253088

March 29, 2021

$59,148

Total Offering Amounts

$510,337,199

$59,148

Total Fees Previously Paid

$59,148

Total Fee Offsets

$0

Net Fee Due

$0

(1) Another series of the Registrant that is registering the offering of Common Units of Beneficial Interest pursuant to this Registration Statement, ProShares Ultra VIX Short-Term Futures ETF, is carrying forward a portion of the value of the unsold Common Units of Beneficial Interest offered thereby pursuant to the Prior VIX S-3 Registration Statement. ProShares Short VIX Short-Term Futures ETF is not carrying forward the remaining $700,000,000 value of the unsold Common Units of Beneficial Interest offered thereby pursuant to the Prior VIX S-3 Registration Statement. Pursuant to Rule 457(p) under the 1933 Act, the Registrant hereby offsets a portion of the remaining amount of the registration fee due in connection with the registration of $937,898,405 in additional value of Common Units of Beneficial Interest relating to ProShares Ultra VIX Short-Term Futures ETF by allocating the credit received from the registration fees previously paid ($81,130) in connection with unsold Common Units of Beneficial Interest relating to ProShares Short VIX Short-Term Futures ETF.

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Fees Previously Paid

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Carry Forward Securities

Carry Forward Securities

exchange-traded vehicle security

ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest

Rule 415(a)(6)

$742,994,694

n/a

$742,994,694

$84,551

S-3

File No. 333-253088

March 29, 2021

$84,551

Total Offering Amounts

$742,994,694

$84,551

Total Fees Previously Paid

$84,551

Total Fee Offsets

$0

Net Fee Due

$0

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims	ProShares Trust II	S-3	333-259576	September 15, 2021		$273,250	exchange-traded vehicle security	ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest	$2,947,680,700	$2,947,680,700
Fee Offset Sources	ProShares Trust II	S-3	333-253163	March 29, 2021			exchange-traded vehicle security	ProShares Ultra Bloomberg Crude Oil Common Units of Beneficial Interest	$2,009,782,295	$2,009,782,295	$192,120
Fee Offset Sources	ProShares Trust II	S-3	333-253088	March 29, 2021			exchange-traded vehicle security	ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest	$937,898,405	$937,898,405	$81,130