September 27, 2022
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Jessica Livingston
Division of Corporation Finance
Re: Registration Statement on Form S-1 for ProShares Trust II (File No. 333-262728)
Dear Ms. Livingston:
On behalf of ProShares Trust II, we hereby request that the effective date for the above-captioned Registration Statement be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, as of 5:00 p.m. on September 29, 2022, or as soon thereafter as reasonably practicable.
Thank you for your time and attention to this matter.
ProShare Capital Management LLC
By: | /s/ Richard F. Morris | |
Richard F. Morris | ||
General Counsel |