SEMIANNUAL REPORT

NOVEMBER 30, 2017

Geared

TBF  Short 20+ Year Treasury

TBX  Short 7-10 Year Treasury

SBM  Short Basic Materials

DOG  Short Dow30^SM

SEF  Short Financials

YXI  Short FTSE China 50

SJB  Short High Yield

MYY  Short MidCap400

EFZ  Short MSCI EAFE

EUM  Short MSCI Emerging Markets

DDG  Short Oil & Gas

PSQ  Short QQQ^®

REK  Short Real Estate

RWM  Short Russell2000

SH  Short S&P500^®

SBB  Short SmallCap600

UBT  Ultra 20+ Year Treasury

UST  Ultra 7-10 Year Treasury

UYM  Ultra Basic Materials

UGE  Ultra Consumer Goods

UCC  Ultra Consumer Services

DDM  Ultra Dow30^SM

UYG  Ultra Financials

XPP  Ultra FTSE China 50

UPV  Ultra FTSE Europe

GDXX  Ultra Gold Miners

RXL  Ultra Health Care

UJB  Ultra High Yield

UXI  Ultra Industrials

MVV  Ultra MidCap400

UBR  Ultra MSCI Brazil Capped

EFO  Ultra MSCI EAFE

EET  Ultra MSCI Emerging Markets

EZJ  Ultra MSCI Japan

BIB  Ultra Nasdaq Biotechnology

DIG  Ultra Oil & Gas

QLD  Ultra QQQ^®

URE  Ultra Real Estate

UWM  Ultra Russell2000

SSO  Ultra S&P500^®

USD  Ultra Semiconductors

SAA  Ultra SmallCap600

ROM  Ultra Technology

LTL  Ultra Telecommunications

UPW  Ultra Utilities

UDOW  UltraPro Dow30^SM

FINU  UltraPro Financial Select Sector

UMDD  UltraPro MidCap400

UBIO  UltraPro Nasdaq Biotechnology

TQQQ  UltraPro QQQ^®

URTY  UltraPro Russell2000

UPRO  UltraPro S&P500^®

TTT  UltraPro Short 20+ Year Treasury

SDOW  UltraPro Short Dow30^SM

FINZ  UltraPro Short Financial Select Sector

SMDD  UltraPro Short MidCap400

ZBIO  UltraPro Short Nasdaq Biotechnology

SQQQ  UltraPro Short QQQ^®

SRTY  UltraPro Short Russell2000

SPXU  UltraPro Short S&P500^®

TBT  UltraShort 20+ Year Treasury

PST  UltraShort 7-10 Year Treasury

SMN  UltraShort Basic Materials

SZK  UltraShort Consumer Goods

SCC  UltraShort Consumer Services

DXD  UltraShort Dow30^SM

SKF  UltraShort Financials

FXP  UltraShort FTSE China 50

EPV  UltraShort FTSE Europe

GDXS  UltraShort Gold Miners

RXD  UltraShort Health Care

SIJ  UltraShort Industrials

MZZ  UltraShort MidCap400

BZQ  UltraShort MSCI Brazil Capped

EFU  UltraShort MSCI EAFE

EEV  UltraShort MSCI Emerging Markets

EWV  UltraShort MSCI Japan

BIS  UltraShort Nasdaq Biotechnology

DUG  UltraShort Oil & Gas

QID  UltraShort QQQ^®

SRS  UltraShort Real Estate

TWM  UltraShort Russell2000

SDS  UltraShort S&P500^®

SSG  UltraShort Semiconductors

SDD  UltraShort SmallCap600

REW  UltraShort Technology

SDP  UltraShort Utilities

PROSHARES TRUST  Distributor: SEI Investments Distribution Co.

TABLE OF CONTENTS

	I			Shareholder Letter
	II			Allocation of Portfolio Holdings & Index Composition
	XLVI			Expense Examples
	1			Schedule of Portfolio Investments
	200			Statements of Assets and Liabilities
	216			Statements of Operations

	232			Statements of Changes in Net Assets
	262			Financial Highlights
	308			Notes to Financial Statements
	339			Board Approval of Investment Advisory Agreement
	342			Miscellaneous Information

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DEAR SHAREHOLDER:

I am pleased to present the ProShares Trust Semiannual Report for the six-month period ended November 30, 2017.

Equity Markets Strong

It was a strong six months for U.S. equities markets, which shrugged off hurricanes and political tensions in Washington and abroad to rise throughout the period. Large-, mid- and small-cap stocks turned in solid results. The S&P 500^® and the Dow^® were up 10.9% and 17%, respectively, while the S&P MidCap 400^® gained 11.2% and the Russell 2000^® Index rose 13.4%. The tech-heavy NASDAQ-100 Index rose 10.57%.

All ten sectors in the Dow Jones U.S. Industry Indices saw positive returns during the six-month period. Financials was the highest performing sector, followed by basic materials and technology, up 16%, 14.5% and 14%, respectively. Consumer services, consumer goods and telecommunications brought up the rear but still gained with returns of 5.4%, 3.1% and 1.8%.

Global equities had a solid six months. Developed markets outside North America rose 7.9% according to the MSCI EAFE Index. Japanese and emerging markets stocks were particularly strong, returning 13.2% and 13%, respectively, according to the MSCI Japan and MSCI Emerging Markets Indexes. European equities lagged those in the United States, returning a modest 6% for the period, as measured by the MSCI Europe Index. Despite a U.S. dollar rally late in the period, the Bloomberg Dollar Spot Index declined 2.9%.

Bond Markets Mixed

The overall U.S. bond market returned just 0.7% during the six month period, according to the Bloomberg Barclays U.S. Aggregate Bond Index. The Fed hiked its overnight lending rate by 25 basis points at the start of the period in June, its second increase this year. A third planned increase was widely expected in December. In this environment, corporate credit rose while Treasury returns were mixed. Continued equity market tailwinds and rising oil prices mid period helped lift the high-yield bond market 1.7%, as reflected in the Markit iBoxx $ Liquid High Yield Index. Investment grade bonds rose as well, up 2% in the Markit iBoxx $ Liquid Investment Grade

Index. Long-dated Treasurys gained 2% according to the Ryan Labs Treasury 30 Year Index, but shorter-term bonds suffered. Five- and ten-year Treasurys declined 0.8% and 1%, respectively, according to the Ryan Labs Treasury 5 Year and 10 Year Indexes.

ProShares Lineup Expands

At the forefront of the ETF revolution, the company recently celebrated its 20^th anniversary. ProShares offers one of the largest lineups of ETFs, with more than $29 billion in assets, and is the leader in strategies such as dividend growth, alternative and geared (leveraged and inverse).

Adding to that lineup, ProShares launched three funds during the six-month period. The ProShares Equities for Rising Rates ETF (EQRR) was launched in July. It is the first U.S. equity ETF specifically designed to outperform traditional large-cap indexes, such as the S&P 500, in a rising interest rate environment. In November, ProShares launched two Retail Disruption ETFs designed to help investors benefit from the changing retail landscape. The ProShares Decline of the Retail Store ETF (EMTY) is the first ETF specifically designed to benefit from the decline of bricks-and-mortar retailers. The ProShares Long Online/Short Stores (CLIX) is the first ETF to provide investors opportunities arising from both the potential growth of online companies and the decline of bricks-and-mortar retailers.

Thank you for investing in ProShares. Exciting times are ahead, and we appreciate your continued trust and confidence. Please visit us at ProShares.com to learn about the complete lineup of ProShares ETFs.

Sincerely,

Michael L. Sapir

Chairman of the Board of Trustees

ALLOCATION OF PORTFOLIO HOLDINGS &
INDEX COMPOSITION

ProShares Short 20+ Year Treasury (Ticker: TBF)

ProShares Short 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the "Index"). The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index is market value weighted and consists of U.S. dollar-denominated, fixed rate securities with minimum term to maturity greater than twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(99	%)
Futures Contracts					(2	%)
Total Exposure					(101	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 20+ Year Bond Index �C Composition

				% of Index
20+ Year U.S. Treasury					100	%

ProShares Short 7-10 Year Treasury (Ticker: TBX)

ProShares Short 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index"). The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index is market value weighted and consists of U.S. dollar-denominated, fixed rate securities with minimum term to maturity greater than seven years and less than or equal to ten years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(96	%)
Futures Contracts					(5	%)
Total Exposure					(101	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 7-10 Year Bond Index �C Composition

				% of Index
7-10 Year U.S. Treasury					100	%

ProShares Short Basic Materials (Ticker: SBM)

ProShares Short Basic Materials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones U.S. Basic Materials^SM Index (the "Index"). The Index measures the performance of the basic materials sector of the U.S. equity market. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(100	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Basic Materials Index �C Composition

				% of Index
Chemicals					84.3	%
Metals & Mining					14.9	%
Paper & Forest Products					0.7	%
Oil, Gas & Consumable Fuels					0.1	%

ProShares Short Dow30^SM (Ticker: DOG)

ProShares Short Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(95	%)
Futures Contracts					(5	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones Industrial Average �C Composition

				% of Index
Industrials					22.7	%
Information Technology					17.2	%
Financials					16.6	%
Consumer Discretionary					14.8	%
Health Care					13.0	%
Consumer Staples					6.6	%
Energy					5.7	%
Materials					2.0	%
Telecommunication Services					1.4	%

ProShares Short Financials (Ticker: SEF)

ProShares Short Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones U.S. Financials^SM Index (the "Index"). The Index measures the performance of the financial services sector of the U.S. equity market. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly in real estate; diversified financial companies such as Fannie Mae, credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(100	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Financials Index �C Composition

				% of Index
Banks					32.7	%
Diversified Financials					26.9	%
Real Estate					19.1	%
Insurance					14.6	%
Software & Services					6.7	%

ProShares Short FTSE China 50 (Ticker: YXI)

ProShares Short FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the FTSE China 50 Index^® (the "Index"). The Index is consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(99	%)
Total Exposure					(99	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

FTSE China 50 Index �C Composition

				% of Index
Financials					48.9	%
Energy					11.0	%
Information Technology					10.5	%
Telecommunication Services					9.4	%
Real Estate					7.8	%
Consumer Discretionary					5.8	%
Industrials					5.1	%
Materials					1.0	%
Utilities					0.5	%

ProShares Short High Yield (Ticker: SJB)

ProShares Short High Yield (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Markit iBoxx $ Liquid High Yield Index (the "Index"). The Index is a modified market-value weighted index designed to provide a balanced representation of U.S. dollar-denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by the index provider. Currently, the bonds eligible for inclusion in the Index include U.S. dollar-denominated, corporate bonds for sale in the United States that are issued by companies domiciled in the U.S., Bermuda, Canada, Cayman Islands, Western Europe or Japan, are rated sub-investment grade by Moody's Investors Service, Inc., Fitch, Inc. or Standard and Poor's Financial Services, LLC; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and are between three and fifteen years to maturity. There is no limit to the number of issues in the Index.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(100	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Markit iBoxx $ Liquid High Yield Index �C Composition

				% of Index
High Yield					100	%

ProShares Short MidCap400 (Ticker: MYY)

ProShares Short MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the S&P MidCap 400^® (the "Index"). The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(97	%)
Futures Contracts					(3	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P MidCap 400 �C Composition

				% of Index
Information Technology					17.8	%
Financials					17.2	%
Industrials					15.7	%
Consumer Discretionary					11.9	%
Real Estate					9.2	%
Health Care					7.6	%
Materials					7.1	%
Utilities					5.6	%
Energy					4.0	%
Consumer Staples					3.7	%
Telecommunication Services					0.2	%

ProShares Short MSCI EAFE (Ticker: EFZ)

ProShares Short MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the MSCI EAFE Index^® (the "Index"). The Index includes 85% of free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(100	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI EAFE Index �C Country

				% of Index
Japan					24.3	%
United Kingdom					17.4	%
France					10.7	%
Germany					9.8	%
Other					9.8	%
Switzerland					8.0	%
Australia					6.8	%
Netherlands					3.6	%
Hong Kong					3.5	%
Spain					3.3	%
Sweden					2.8	%

MSCI EAFE Index �C Composition

				% of Index
Financials					21.2	%
Industrials					14.5	%
Consumer Discretionary					12.2	%
Consumer Staples					11.3	%
Health Care					10.2	%
Materials					8.0	%
Information Technology					6.5	%
Energy					5.2	%
Telecommunication Services					4.1	%
Real Estate					3.5	%
Utilities					3.3	%

ProShares Short MSCI Emerging Markets (Ticker: EUM)

ProShares Short MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the MSCI Emerging Markets Index^® (the "Index"). The Index includes 85% of free float-adjusted, market capitalization in each industry group in emerging markets countries.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(99	%)
Total Exposure					(99	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Emerging Markets
Index �C Country

				% of Index
China					30.1	%
Korea					15.6	%
Taiwan					11.5	%
Others					9.5	%
India					8.6	%
Brazil					6.9	%
South Africa					6.9	%
Russia					3.4	%
Mexico					3.1	%
Thailand					2.2	%
Indonesia					2.2	%

MSCI Emerging Markets
Index �C Composition

				% of Index
Information Technology					28.3	%
Financials					23.2	%
Consumer Discretionary					10.5	%
Materials					7.2	%
Energy					6.7	%
Consumer Staples					6.3	%
Industrials					5.3	%
Telecommunication Services					4.9	%
Real Estate					2.7	%
Utilities					2.5	%
Health Care					2.4	%

ProShares Short Oil & Gas (Ticker: DDG)

ProShares Short Oil & Gas (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones U.S. Oil & Gas^SM Index (the "Index"). The Index measures the performance of the oil and gas sector of the U.S. equity market. Component companies include, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(100	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Oil & Gas Index �C Composition

				% of Index
Oil, Gas & Consumable Fuels					85.7	%
Energy Equipment & Services					13.5	%
Electric Utilities					0.5	%
Semiconductors & Semiconductor Equipment					0.3	%

ProShares Short QQQ^® (Ticker: PSQ)

ProShares Short QQQ^® (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the NASDAQ-100 Index^® (the "Index"). The Index, a modified market capitalization-weighted index, includes 100 of the largest non-financial domestic and international issues listed on The NASDAQ Stock Market.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(99	%)
Futures Contracts					(1	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

NASDAQ-100 Index �C Composition

				% of Index
Information Technology					60.6	%
Consumer Discretionary					21.1	%
Health Care					10.3	%
Consumer Staples					4.9	%
Industrials					2.2	%
Telecommunication Services					0.9	%

ProShares Short Real Estate (Ticker: REK)

ProShares Short Real Estate (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones U.S. Real Estate^SM Index (the "Index"). The Index measures the performance of the real estate sector of the U.S. equity market. Component companies include, among others, real estate holding and development and real estate services companies and real estate investment trusts ("REITs"). REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(100	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Real Estate Index �C Composition

				% of Index
Equity Real Estate Investment Trusts (REITs)					92.8	%
Mortgage Real Estate Investment Trusts (REITs)					4.5	%
Real Estate Management & Development					2.7	%

ProShares Short Russell2000 (Ticker: RWM)

ProShares Short Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Russell 2000^® Index (the "Index"). The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index containing approximately 2000 of the smallest companies in the Russell 3000^® Index or approximately 8% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the investable U.S. equity market.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(99	%)
Futures Contracts					(1	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Russell 2000 Index �C Composition

				% of Index
Financials					18.1	%
Information Technology					16.8	%
Health Care					15.7	%
Industrials					15.1	%
Consumer Discretionary					11.9	%
Real Estate					7.2	%
Materials					4.4	%
Energy					3.7	%
Utilities					3.6	%
Consumer Staples					2.7	%
Telecommunication Services					0.8	%

ProShares Short S&P500^® (Ticker: SH)

ProShares Short S&P500^® (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the S&P 500^® (the "Index"). The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(98	%)
Futures Contracts					(2	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P 500 �C Composition

				% of Index
Information Technology					24.0	%
Financials					14.8	%
Health Care					14.1	%
Consumer Discretionary					12.1	%
Industrials					10.1	%
Consumer Staples					8.1	%
Energy					5.8	%
Utilities					3.1	%
Materials					3.0	%
Real Estate					2.9	%
Telecommunication Services					2.0	%

ProShares Short SmallCap600 (Ticker: SBB)

ProShares Short SmallCap600 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the S&P SmallCap 600^® (the "Index"). The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 600 U.S. operating companies selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					(100	%)
Total Exposure					(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P SmallCap 600 �C Composition

				% of Index
Industrials					19.3	%
Financials					17.0	%
Consumer Discretionary					15.4	%
Information Technology					14.2	%
Health Care					13.0	%
Real Estate					5.7	%
Materials					5.3	%
Energy					3.2	%
Utilities					2.9	%
Consumer Staples					2.9	%
Telecommunication Services					1.1	%

ProShares Ultra 20+ Year Treasury (Ticker: UBT)

ProShares Ultra 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the "Index"). The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index is market value weighted and consists of U.S. dollar-denominated, fixed rate securities with minimum term to maturity greater than twenty years and has $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve System (the "Fed"). In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
U.S. Treasury Obligations					73	%
Swaps Agreements					124	%
Futures Contracts					4	%
Total Exposure					201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 20+ Year Bond Index �C Composition

				% of Index
20+ Year U.S. Treasury					100	%

ProShares Ultra 7-10 Year Treasury (Ticker: UST)

ProShares Ultra 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index"). The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index is market value weighted and consists of U.S. dollar-denominated, fixed rate securities with minimum term to maturity greater than seven years and less than or equal to ten years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve System (the "Fed"). In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
U.S. Treasury Obligations					80	%
Swaps Agreements					116	%
Futures Contracts					4	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 7-10 Year Bond Index �C Composition

				% of Index
7-10 Year U.S. Treasury					100	%

ProShares Ultra Basic Materials (Ticker: UYM)

ProShares Ultra Basic Materials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Basic Materials^SM Index (the "Index"). The Index measures the performance of the basic materials sector of the U.S. equity market. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Equity Securities					74	%
Swaps Agreements					126	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company				% of Net Assets
DowDuPont, Inc.					18.3	%
Monsanto Co.					5.7	%
Praxair, Inc.					4.8	%
Air Products & Chemicals, Inc.					3.9	%
Ecolab, Inc.					3.8	%

Dow Jones U.S. Basic Materials
Index �C Composition

				% of Index
Chemicals					84.3	%
Metals & Mining					14.9	%
Paper & Forest Products					0.7	%
Oil, Gas & Consumable Fuels					0.1	%

ProShares Ultra Consumer Goods (Ticker: UGE)

ProShares Ultra Consumer Goods (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Consumer Goods^SM Index (the "Index"). The Index measures the stock performance of U.S. companies in the consumer goods sector of the U.S. equity market. Component companies include, among others, automobiles and auto parts and tires, brewers and distillers, farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing, accessories and footwear.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Equity Securities					84	%
Swaps Agreements					117	%
Total Exposure					201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company				% of Net Assets
Procter & Gamble Co. (The)					8.4	%
Coca-Cola Co. (The)					6.4	%
PepsiCo, Inc.					6.1	%
Philip Morris International, Inc.					5.8	%
Altria Group, Inc.					4.8	%

Dow Jones U.S. Consumer Goods
Index �C Composition

				% of Index
Food, Beverage & Tobacco					47.6	%
Household & Personal Products					18.3	%
Consumer Durables & Apparel					14.4	%
Automobiles & Components					11.4	%
Software & Services					4.0	%
Capital Goods					2.2	%
Retailing					1.3	%
Diversified Financials					0.4	%
Food & Staples Retailing					0.2	%
Commercial & Professional Services					0.2	%

ProShares Ultra Consumer Services (Ticker: UCC)

ProShares Ultra Consumer Services (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Consumer Services^SM Index (the "Index"). The Index measures the stock performance of U.S. companies in the consumer services sector of the U.S. equity market. Component companies include, among others, airlines, broadcasting and entertainment, apparel and broadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Equity Securities					75	%
Swaps Agreements					125	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company				% of Net Assets
Amazon.com, Inc.					10.6	%
Home Depot, Inc. (The)					4.8	%
Comcast Corp., Class A					4.0	%
Walt Disney Co. (The)					3.7	%
Wal-Mart Stores, Inc.					3.2	%

Dow Jones U.S. Consumer Services Index �C Composition

				% of Index
Retailing					40.0	%
Media					22.1	%
Consumer Services					16.9	%
Food & Staples Retailing					13.0	%
Transportation					4.0	%
Health Care Equipment & Services					2.0	%
Commercial & Professional Services					1.6	%
Software & Services					0.2	%
Capital Goods					0.1	%
Technology Hardware & Equipment					0.1	%

ProShares Ultra Dow30^SM (Ticker: DDM)

ProShares Ultra Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Equity Securities					73	%
Swaps Agreements					119	%
Futures Contracts					8	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company				% of Net Assets
Boeing Co. (The)					5.7	%
Goldman Sachs Group, Inc. (The)					5.1	%
3M Co.					5.0	%
UnitedHealth Group, Inc.					4.7	%
Home Depot, Inc. (The)					3.7	%

Dow Jones Industrial
Average �C Composition

				% of Index
Industrials					22.7	%
Information Technology					17.2	%
Financials					16.6	%
Consumer Discretionary					14.8	%
Health Care					13.0	%
Consumer Staples					6.6	%
Energy					5.7	%
Materials					2.0	%
Telecommunication Services					1.4	%

ProShares Ultra Financials (Ticker: UYG)

ProShares Ultra Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Financials^SM Index (the "Index"). The Index measures the performance of the financial services sector of the U.S. equity market. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly in real estate; diversified financial companies such as Fannie Mae, credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Equity Securities					78	%
Swaps Agreements					122	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company				% of Net Assets
Berkshire Hathaway, Inc., Class B					5.6	%
JPMorgan Chase & Co.					5.5	%
Bank of America Corp.					4.1	%
Wells Fargo & Co.					3.8	%
Visa, Inc., Class A					3.1	%

Dow Jones U.S. Financials
Index �C Composition

				% of Index
Banks					32.7	%
Diversified Financials					26.9	%
Real Estate					19.1	%
Insurance					14.6	%
Software & Services					6.7	%

ProShares Ultra FTSE China 50 (Ticker: XPP)

ProShares Ultra FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the FTSE China 50 Index^® (the "Index"). The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					200	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

FTSE China 50 Index �C Composition

				% of Index
Financials					48.9	%
Energy					11.0	%
Information Technology					10.5	%
Telecommunication Services					9.4	%
Real Estate					7.8	%
Consumer Discretionary					5.8	%
Industrials					5.1	%
Materials					1.0	%
Utilities					0.5	%

ProShares Ultra FTSE Europe (Ticker: UPV)

ProShares Ultra FTSE Europe (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the FTSE Developed Europe All Cap Index^® (the "Index"). The Index is a free float-adjusted market cap weighted index representing the performance of large, mid- and small cap companies in Developed European markets, including the UK.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					200	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

FTSE Developed Europe All Cap
Index �C Country

				% of Index
United Kingdom					24.4	%
France					15.0	%
Germany					15.0	%
Switzerland					13.5	%
Others					6.9	%
Netherlands					6.5	%
Spain					5.1	%
Sweden					4.9	%
Italy					3.9	%
Denmark					2.8	%
Belgium					2.0	%

FTSE Developed Europe All Cap
Index �C Composition

				% of Index
Financials					20.5	%
Industrials					14.4	%
Consumer Staples					12.6	%
Health Care					11.9	%
Consumer Discretionary					11.1	%
Materials					8.1	%
Energy					6.8	%
Information Technology					5.2	%
Utilities					3.6	%
Telecommunication Services					3.4	%
Real Estate					2.4	%

ProShares Ultra Gold Miners (Ticker: GDXX)

ProShares Ultra Gold Miners (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the NYSE Arca Gold Miners Index (the "Index"). The Index is a modified market-capitalization weighted index primarily comprised of publicly traded companies involved in the mining of gold and silver. The weight of companies whose revenues are more significantly exposed to silver mining will not exceed 20% of the Index at the time of the Index's rebalance.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					138	%
Exchange Traded Fund					62	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company				% of Net Assets
VanEck Vectors Gold Miners ETF*					61.4	%

*The most recent annual and semi-annual reports can be found at www.vaneck.com

NYSE Arca Gold Miners
Index �C Composition

				% of Index
Materials					100.0	%

ProShares Ultra Health Care (Ticker: RXL)

ProShares Ultra Health Care (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Health Care^SM Index (the "Index"). The Index measures the performance of the healthcare sector of the U.S. equity market. Component companies include, among others, health care providers, biotechnology companies, medical supplies, advanced medical devices and pharmaceuticals.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Equity Securities					80	%
Swaps Agreements					120	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company				% of Net Assets
Johnson & Johnson					9.0	%
UnitedHealth Group, Inc.					5.3	%
Pfizer, Inc.					5.2	%
AbbVie, Inc.					3.7	%
Merck & Co., Inc.					3.6	%

Dow Jones U.S. Health Care
Index �C Composition

				% of Index
Pharmaceuticals					32.7	%
Biotechnology					22.5	%
Health Care Equipment & Supplies					21.3	%
Health Care Providers & Services					18.4	%
Life Sciences Tools & Services					5.0	%
Commercial Services & Supplies					0.1	%

ProShares Ultra High Yield (Ticker: UJB)

ProShares Ultra High Yield (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Markit iBoxx $ Liquid High Yield Index (the "Index"). The Index is a modified market-value weighted index designed to provide a balanced representation of U.S. dollar-denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by the index provider. Currently, the bonds eligible for inclusion in the Index include U.S. dollar-denominated, corporate bonds for sale in the United States that are issued by companies domiciled in the U.S., Bermuda, Canada, Cayman Islands, Western Europe or Japan, are rated sub-investment grade by Moody's Investors Service, Inc., Fitch, Inc. or Standard and Poor's Financial Services, LLC; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and are between three and fifteen years to maturity. There is no limit to the number of issues in the Index.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					127	%
Exchange Traded Funds					73	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Long-Term Fixed-Income Holdings

				% of Net Assets
iShares iBoxx $ High Yield Corporate Bond ETF*					72.5	%

*The most recent annual and semi-annual reports can be found at www.ishares.com

Markit iBoxx $ Liquid High Yield
Index �C Composition

				% of Index
High Yield					100	%

ProShares Ultra Industrials (Ticker: UXI)

ProShares Ultra Industrials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Industrials^SM Index (the "Index"). The Index measures the performance of the industrial sector of the U.S. equity market. Component companies include, among others, building materials, heavy construction, factory equipment, heavy machinery, industrial services, pollution control, containers and packaging, industrial diversified, air freight, marine transportation, railroads, trucking, land-transportation equipment, shipbuilding, transportation services, advanced industrial equipment, electric components and equipment, and aerospace.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Equity Securities					85	%
Swaps Agreements					115	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company				% of Net Assets
General Electric Co.					4.1	%
Boeing Co. (The)					3.9	%
3M Co.					3.7	%
Honeywell International, Inc.					3.0	%
Union Pacific Corp.					2.6	%

Dow Jones U.S. Industrials
Index �C Composition

				% of Index
Capital Goods					57.4	%
Software & Services					13.4	%
Transportation					12.4	%
Materials					6.0	%
Technology Hardware & Equipment					5.0	%
Commercial & Professional Services					4.2	%
Pharmaceuticals, Biotechnology					1.4	%
Utilities					0.2	%

ProShares Ultra MidCap400 (Ticker: MVV)

ProShares Ultra MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P MidCap 400^® (the "Index"). The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Equity Securities					86	%
Swaps Agreements					109	%
Futures Contracts					5	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company				% of Net Assets
Take-Two Interactive Software, Inc.					0.6	%
NVR, Inc.					0.6	%
Cognex Corp.					0.6	%
SVB Financial Group					0.6	%
Teleflex, Inc.					0.6	%

S&P MidCap 400 �C Composition

				% of Index
Information Technology					17.8	%
Financials					17.2	%
Industrials					15.7	%
Consumer Discretionary					11.9	%
Real Estate					9.2	%
Health Care					7.6	%
Materials					7.1	%
Utilities					5.6	%
Energy					4.0	%
Consumer Staples					3.7	%
Telecommunication Services					0.2	%

ProShares Ultra MSCI Brazil Capped (Ticker: UBR)

ProShares Ultra MSCI Brazil Capped (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI Brazil 25/50 Index^® (the "Index"). The Index is a free float-adjusted, market capitalization-weighted index that is designed to measure the equity market performance of the Brazilian market. The Index is divided into large- and mid-cap segments and targets approximately 85% of free float-adjusted, market capitalization of the region.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					201	%
Total Exposure					201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Brazil 25/50 Index �C Composition

				% of Index
Financials					36.4	%
Materials					14.7	%
Consumer Staples					14.4	%
Energy					7.6	%
Industrials					6.2	%
Utilities					5.8	%
Consumer Discretionary					5.8	%
Telecommunication Services					2.8	%
Information Technology					2.5	%
Health Care					2.2	%
Real Estate					1.6	%

ProShares Ultra MSCI EAFE (Ticker: EFO)

ProShares Ultra MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI EAFE Index^® (the "Index"). The Index includes 85% of free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					200	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI EAFE Index �C Country

				% of Index
Japan					24.3	%
United Kingdom					17.4	%
France					10.7	%
Germany					9.8	%
Others					9.8	%
Switzerland					8.0	%
Australia					6.8	%
Netherlands					3.6	%
Hong Kong					3.5	%
Spain					3.3	%
Sweden					2.8	%

MSCI EAFE Index �C Composition

				% of Index
Financials					21.2	%
Industrials					14.5	%
Consumer Discretionary					12.2	%
Consumer Staples					11.3	%
Health Care					10.2	%
Materials					8.0	%
Information Technology					6.5	%
Energy					5.2	%
Telecommunication Services					4.1	%
Real Estate					3.5	%
Utilities					3.3	%

ProShares Ultra MSCI Emerging Markets (Ticker: EET)

ProShares Ultra MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI Emerging Markets Index^® (the "Index"). The Index includes 85% of free float-adjusted, market capitalization in each industry group in emerging markets countries.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					200	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Emerging Markets Index �C Country

				% of Index
China					30.1	%
Korea					15.6	%
Taiwan					11.5	%
Others					9.5	%
India					8.6	%
Brazil					6.9	%
South Africa					6.9	%
Russia					3.4	%
Mexico					3.1	%
Thailand					2.2	%
Indonesia					2.2	%

MSCI Emerging Markets
Index �C Composition

				% of Index
Information Technology					28.3	%
Financials					23.2	%
Consumer Discretionary					10.5	%
Materials					7.2	%
Energy					6.7	%
Consumer Staples					6.3	%
Industrials					5.3	%
Telecommunication Services					4.9	%
Real Estate					2.7	%
Utilities					2.5	%
Health Care					2.4	%

ProShares Ultra MSCI Japan (Ticker: EZJ)

ProShares Ultra MSCI Japan (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI Japan Index^® (the "Index"). The Index includes 85% of free float-adjusted, market capitalization in each industry group in Japan.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Swaps Agreements					201	%
Total Exposure					201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Japan Index �C Composition

				% of Index
Industrials					20.8	%
Consumer Discretionary					20.2	%
Information Technology					13.0	%
Financials					12.6	%
Consumer Staples					7.7	%
Health Care					7.0	%
Materials					6.7	%
Telecommunication Services					5.4	%
Real Estate					3.9	%
Utilities					1.7	%
Energy					1.0	%

ProShares Ultra Nasdaq Biotechnology (Ticker: BIB)

ProShares Ultra Nasdaq Biotechnology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the NASDAQ Biotechnology Index^® (the "Index"). The Index is a modified capitalization-weighted index that includes securities of NASDAQ listed companies that are classified as either biotechnology or pharmaceutical according to the Industry Classification Benchmark which also meet other eligibility criteria determined by NASDAQ, including minimum market capitalization and liquidity requirements.

Allocation of Portfolio Holdings & Index Composition as of 11/30/17

Market Exposure

Investment Type				% of Net Assets
Equity Securities					82	%
Swaps Agreements					118	%
Total Exposure					200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.