December 1, 2021
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: David Lin, Staff Attorney
Division of Corporation Finance
Re: Registration Statement on Form S-1 for ProShares Trust II (File No. 333-261092)
Dear Mr. Lin:
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 December 3, 2021, 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