Name and Birth Date	Term of Office and Length of Time Served	Principal Occupation(s) During the Past 5 Years	Number of Operational Portfolios in Fund Complex* Overseen by Trustee	Other Directorships Held by Trustee During Past 5 Years
Michael L. Sapir** Birth Date: 5/58	Indefinite; 2002 to present	Chairman and Chief Executive Officer of ProFund Advisors LLC (April 1997 to present); ProShare Advisors LLC (November 2005 to present); and ProShare Capital Management LLC (July 2008 to present).	ProShares (131) ProFunds (116)	None

The “Fund Complex” consists of all operational registered investment companies under the 1940 Act that are advised by ProShare Advisors and any registered investment companies that have an investment adviser that is an affiliated person of ProShare Advisors. Investment companies that are non-operational (and therefore, not publicly offered) as of the date of this SAI are excluded from these figures.

Mr. Sapir is an “interested person,” as defined by the 1940 Act, because of his ownership interest in ProShare Advisors.

The Board was formed in 2002, prior to the inception of the Trust’s operations. Messrs. Reynolds, Wachs and Sapir were appointed to serve as the Board’s initial trustees prior to the Trust’s operations. Mr. Fertig was added in June 2011. Each Trustee was and is currently believed to possess the specific experience, qualifications, attributes and skills necessary to serve as a Trustee of the Trust. In addition to their years of service as Trustees to ProFunds and Access One Trust, and gathering experience with funds with investment objectives and principal investment strategies similar to series of the Trust, each individual brings experience and qualifications from other areas. In particular, Mr. Reynolds has significant senior executive experience in the areas of human resources, recruitment and executive organization; Mr. Wachs has significant experience in the areas of investment and real estate development; Mr. Sapir has significant experience in the field of investment management, both as an executive and as an attorney; and Mr. Fertig has significant experience in the areas of investment and asset management.

COMMITTEES

The Board has established an Audit Committee to assist the Board in performing oversight responsibilities. The Audit Committee is composed exclusively of Independent Trustees. Currently, the Audit Committee is composed of Messrs. Reynolds, Wachs and Fertig. Among other things, the Audit Committee makes recommendations to the full Board of Trustees with respect to the engagement of an independent registered public accounting firm and reviews with the independent registered public accounting firm the plan and results of the internal controls, audit engagement and matters having a material effect on the Trust’s financial operations. During the past fiscal year, the Audit Committee met five times, and the Board of Trustees met six times.

TRUSTEE OWNERSHIP

Listed below for each Trustee is a dollar range of securities beneficially owned in the Trust, together with the aggregate dollar range of equity securities in all registered investment companies overseen by each Trustee that are in the same family of investment companies as the Trust, as of December 31, 2023.

Name of Trustee	Dollar Range of Equity Securities in the Trust	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Independent Trustees
William D. Fertig, Trustee	Over $100,000	Over $100,000
Russell S. Reynolds III, Trustee	$10,001-$50,000	$10,001-$50,000
Michael C. Wachs, Trustee	None	$10,001-$50,000
Interested Trustee
Michael L. Sapir, Trustee and Chairman	Over $100,000	Over $100,000

COMPENSATION OF TRUSTEES

Each Independent Trustee is paid a $325,000 annual retainer for service as a Trustee on the Board and for service as a trustee on the board of other funds in the Fund Complex. Trustees who are also Officers or affiliated persons receive no remuneration from the Trust for their services as Trustees. The Officers, other than the CCO, receive no compensation directly from the Trust for performing the duties of their offices.

The Trust does not accrue pension or retirement benefits as part of each Fund’s expenses, and Trustees are not entitled to benefits upon retirement from the Board of Trustees.

The following table shows aggregate compensation paid to the Trustees for their service on the Board for the fiscal year ended May 31, 2024.

Name	Aggregate Compensation From Funds	Pension or Retirement Benefits Accrued as Part of Trust Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From Trust and Fund Complex Paid to Trustees
Independent Trustees
William D. Fertig, Trustee	$305,690.75	$0.00	$0.00	$325,000
Russell S. Reynolds, III, Trustee	$305,690.75	$0.00	$0.00	$325,000
Michael C. Wachs, Trustee	$305,690.75	$0.00	$0.00	$325,000
Interested Trustee
Michael L. Sapir, Trustee and Chairman	$0.00	$0.00	$0.00	$0.00

OFFICERS

The Trust’s executive officers (the “Officers”), their date of birth, term of office and length of time served and their principal business occupations during the past five years, are shown below. Unless noted otherwise, the address of each Trustee and Officer is: c/o ProShares Trust, 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814.

Name and Birth Date	Position(s) Held with Trust	Term of Office and Length of Time Served	Principal Occupation(s) During the Past 5 Years
Todd B. Johnson Birth Date: 1/64	President	Indefinite; January 2014 to present	Chief Investment Officer of ProShare Advisors (December 2008 to present); ProFund Advisors LLC (December 2008 to present); and ProShare Capital Management LLC (February 2009 to present).
Maria Clem Sell 3 Canal Plaza, Suite 100 Portland, ME 04101 Birth Date: 2/78	Treasurer	Indefinite; June 2022 to present	Senior Principal Consultant and Fund Treasurer, ACA Group (2021 to present); Director, Franklin Templeton Investments (2014 to 2021).
Victor M. Frye, Esq. Birth Date: 10/58	Chief Compliance Officer and AML Officer	Indefinite; November 2005 to present	Counsel and Chief Compliance Officer of ProShare Advisors (December 2004 to present) and ProFund Advisors LLC (October 2002 to present); Secretary of ProFunds Distributors, Inc. (April 2008 to present); Chief Compliance Officer of ProFunds Distributors, Inc. (July 2015 to present).
Richard F. Morris Birth Date: 8/67	Chief Legal Officer and Secretary	Indefinite; December 2015 to present	General Counsel of ProShare Advisors; ProFund Advisors LLC; and ProShare Capital Management LLC (December 2015 to present); Chief Legal Officer of ProFunds Distributors, Inc. (December 2015 to present); Partner at Morgan Lewis & Bockius, LLP (October 2012 to November 2015).

The Officers, under the supervision of the Board, manage the day-to-day operations of the Trust. One Trustee and all of the Officers of the Trust are directors, officers or employees of ProShare Advisors or ACA Group. The other Trustees are Independent Trustees. The Trustees and some Officers are also directors and officers of some or all of the other funds in the Fund Complex. The Fund Complex includes all funds advised by ProShare Advisors and any funds that have an investment adviser that is an affiliated person of ProShare Advisors.

COMPENSATION OF OFFICERS

The Officers, other than the CCO, receive no compensation directly from the Trust for performing the duties of their offices.

INVESTMENT ADVISOR

ProShare Advisors, located at 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814, serves as the investment adviser to each Fund and provides investment advice and management services to each Fund. ProShare Advisors is owned by Michael L. Sapir, Louis M. Mayberg and Radcliff PS I LLC.

ProShare Advisors is also responsible for the general management and administration of each Subsidiary, pursuant to separate investment advisory and management agreements. Under those advisory and management agreements, ProShare Advisors provides each Subsidiary with the same type of services under essentially the same terms (except at no cost to such Subsidiary) as are provided for its respective Parent Fund.

INVESTMENT ADVISORY AGREEMENT All Funds other than the Unitary Fee Funds

ProShare Advisors serves as investment adviser to each Fund pursuant to the investment advisory agreement dated December 15, 2005 (the “Advisory Agreement”). The principal offices of ProShare Advisors are located at 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814. ProShare Advisors manages the investment and the reinvestment of each Fund’s assets in accordance with its investment objective(s), policies, and limitations, subject to the general supervision and control of the Board and the Trust’s Officers. ProShare Advisors bears all costs associated with providing these advisory services. The Advisory Agreement may be terminated with respect to a Fund at any time, by a vote of the Trustees, by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that Fund, or by the Advisor in each case upon sixty days’ prior written notice.

Pursuant to the Advisory Agreement and subject to an Advisory Fee Waiver Agreement or an Amended and Restated Advisor and Management Services Waiver Agreement, each Fund other than the Unitary Fee Funds pays ProShare Advisors a fee at an annualized rate based on a percentage of each Fund’s average daily net assets as set forth below for the investment advisory services ProShare Advisors provides that Fund.

	Investment Advisory Fee
Name of Fund	First $4 billion	Next $1.5 billion	Next $1.5 billion	Next $1.5 billion	Thereafter
Global Listed Private Equity ETF	0.50%	0.50%	0.50%	0.50%	0.50%
Hedge Replication ETF	0.75%	0.70%	0.65%	0.60%	0.55%
Inflation Expectations ETF	0.55%	0.55%	0.55%	0.55%	0.55%
Merger ETF	0.75%	0.70%	0.65%	0.60%	0.55%
Short 20+ Year Treasury	0.75%	0.70%	0.65%	0.60%	0.55%
Short 7-10 Year Treasury	0.75%	0.70%	0.65%	0.60%	0.55%
Short Dow30SM	0.75%	0.70%	0.65%	0.60%	0.55%
Short Financials	0.75%	0.70%	0.65%	0.60%	0.55%
Short FTSE China 50	0.75%	0.70%	0.65%	0.60%	0.55%
Short High Yield	0.75%	0.70%	0.65%	0.60%	0.55%
Short MidCap400	0.75%	0.70%	0.65%	0.60%	0.55%
Short MSCI EAFE	0.75%	0.70%	0.65%	0.60%	0.55%
Short MSCI Emerging Markets	0.75%	0.70%	0.65%	0.60%	0.55%
Short QQQ®	0.75%	0.70%	0.65%	0.60%	0.55%
Short Real Estate	0.75%	0.70%	0.65%	0.60%	0.55%
Short Russell2000	0.75%	0.70%	0.65%	0.60%	0.55%
Short S&P500®	0.75%	0.70%	0.65%	0.60%	0.55%
Short SmallCap600	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra 20+ Year Treasury	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra 7-10 Year Treasury	0.75%	0.70%	0.65%	0.60%	0.55%

	Investment Advisory Fee
Name of Fund	First $4 billion	Next $1.5 billion	Next $1.5 billion	Next $1.5 billion	Thereafter
Ultra Communication Services	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Consumer Discretionary	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Consumer Staples	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Dow30SM	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Energy	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Financials	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra FTSE China 50	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra FTSE Europe	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Health Care	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra High Yield	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Industrials	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Materials	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra MidCap400	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra MSCI Brazil Capped	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra MSCI EAFE	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra MSCI Emerging Markets	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra MSCI Japan	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Nasdaq Biotechnology	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Nasdaq Cloud Computing	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Nasdaq Cybersecurity	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra QQQ®	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Real Estate	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Russell2000	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra S&P500®	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Semiconductors	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra SmallCap600	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Technology	0.75%	0.70%	0.65%	0.60%	0.55%
Ultra Utilities	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro Dow30SM	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro MidCap400	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro QQQ®	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro Russell2000	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro S&P500®	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro Short 20+ Year Treasury	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro Short Dow30SM	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro Short MidCap400	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro Short QQQ®	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro Short Russell2000	0.75%	0.70%	0.65%	0.60%	0.55%
UltraPro Short S&P500®	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort 20+ Year Treasury	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort 7-10 Year Treasury	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Consumer Discretionary	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Consumer Staples	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Dow30SM	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Energy	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Financials	0.75%	0.70%	0.65%	0.60%	0.55%

	Investment Advisory Fee
Name of Fund	First $4 billion	Next $1.5 billion	Next $1.5 billion	Next $1.5 billion	Thereafter
UltraShort FTSE China 50	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort FTSE Europe	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Health Care	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Industrials	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Materials	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort MidCap400	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort MSCI Brazil Capped	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort MSCI EAFE	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort MSCI Emerging Markets	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort MSCI Japan	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Nasdaq Biotechnology	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort QQQ®	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Real Estate	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Russell2000	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort S&P500®	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Semiconductors	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort SmallCap600	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Technology	0.75%	0.70%	0.65%	0.60%	0.55%
UltraShort Utilities	0.75%	0.70%	0.65%	0.60%	0.55%

All Unitary Fee Funds

ProShare Advisors serves as the investment advisor to each Fund pursuant to an investment advisory and management agreement dated June 23, 2015 (the “Advisory and Management Agreement”). The principal offices of ProShare Advisors are located at 7272 Wisconsin Avenue 21st Floor, Bethesda, MD 20814. ProShare Advisors manages the investment and reinvestment of each Fund’s assets in accordance with its investment objective(s), policies, and limitations, subject to the general supervision and control of the Board and the Trust’s Officers. ProShare Advisors bears all costs associated with providing these advisory services.

In addition, ProShare Advisors is responsible for substantially all expenses of each Fund except for: (i) brokerage and other transaction expenses and other fees, charges, taxes, levies or expenses (such as stamp taxes) incurred in connection with the execution of portfolio transactions or in connection with creation and redemption transactions (including without limitation any fees, charges, taxes, levies or expenses related to the purchase or sale of an amount of any currency, or the patriation or repatriation of any security or other asset, related to the execution of portfolio transactions or any creation or redemption transactions); (ii) legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith; (iii) compensation and expenses of the Independent Trustees; (iv) compensation and expenses of counsel to the Independent Trustees, (v) compensation and expenses of the Trust’s chief compliance officer and his or her staff; (vi) extraordinary expenses (in each case as determined by a majority of the Independent Trustees); (vii) distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act; (viii) interest and taxes of any kind or nature (including, but not limited to, income, excise, transfer and withholding taxes); (ix) fees and expense related to the provision of securities lending services; and (x) the fee payable to ProShare Advisors. The internal expenses of pooled investment vehicles in which a Fund may invest (e.g., acquired fund fees and expenses) are not expenses of such Fund, and are not paid by ProShare Advisors. The payment or assumption by ProShare Advisors of any expenses of a Fund that ProShare Advisors is not required by the investment advisory and management agreement to pay or assume shall not obligate ProShare Advisors to pay or assume the same or any similar expense of such Fund, on any subsequent occasion.

The Advisory and Management Agreement may be terminated with respect to a Fund at any time, by a vote of the Trustees, by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that Fund, or by the Advisor, in each case upon sixty days’ prior written notice.

Each Fund pays ProShare Advisors a fee at an annualized rate based on its average daily net assets as set forth below for the investment advisory and management services ProShare Advisors provides that Fund.

Name of Fund	Investment Advisory and Management Fee
Big Data Refiners ETF	0.58%
Decline of the Retail Store ETF	0.65%
DJ Brookfield Global Infrastructure ETF	0.45%
Equities for Rising Rates ETF	0.35%
High Yield—Interest Rate Hedged	0.50%
Investment Grade—Interest Rate Hedged	0.30%
K-1 Free Crude Oil ETF	0.65%
Large Cap Core Plus	0.45%
Long Online/Short Stores ETF	0.65%
Metaverse ETF	0.58%
MSCI EAFE Dividend Growers ETF	0.50%
MSCI Emerging Markets Dividend Growers ETF	0.60%
MSCI Europe Dividend Growers ETF	0.55%
MSCI Transformational Changes ETF	0.45%
Nanotechnology ETF	0.58%
Nasdaq-100 Dorsey Wright Momentum ETF	0.58%
Nasdaq-100 High Income ETF	0.55%
On-Demand ETF	0.58%
Online Retail ETF	0.58%
Pet Care ETF	0.50%
Russell 2000 Dividend Growers ETF	0.40%
Russell U.S. Dividend Growers ETF	0.35%
S&P 500® Dividend Aristocrats ETF	0.35%
S&P 500® Ex-Energy ETF	0.13%
S&P 500® Ex-Financials ETF	0.13%
S&P 500® Ex-Health Care ETF	0.13%
S&P 500® Ex-Technology ETF	0.13%
S&P 500® High Income ETF	0.55%
S&P Global Core Battery Metals ETF	0.58%
S&P Kensho Cleantech ETF	0.58%
S&P Kensho Smart Factories ETF	0.58%
S&P MidCap 400 Dividend Aristocrats ETF	0.40%
S&P Technology Dividend Aristocrats ETF	0.45%
Smart Materials ETF	0.58%
Supply Chain Logistics ETF	0.58%

Fees Paid under the Advisory Agreement and the Advisory and Management Agreement

The investment advisory fees or investment advisory and management fees, as applicable, paid, as well as any amounts reimbursed pursuant to the Expense Limitation Agreement, for the fiscal years ended May 31, 2022, May 31, 2023, and May 31, 2024 for each Fund that was operational as of each date are set forth below.

	ADVISORY FEES
	2022		2023		2024
	Earned	Waived	Earned	Waived	Earned	Waived
Big Data Refiners ETF	$12,999	$(0)	$11,292	$(0)	$25,300	$(0)
Decline of the Retail Store ETF	46,326	(0)	104,764	(0)	53,000	(0)
DJ Brookfield Global Infrastructure ETF	631,018	(0)	699,259	(0)	629,519	(0)
Equities for Rising Rates ETF	113,537	(0)	246,737	(0)	94,312	(0)
Global Listed Private Equity ETF	110,884	(110,884)	57,373	(57,373)	44,114	(44,114)
Hedge Replication ETF	343,326	(343,326)	303,764	(303,764)	230,091	(230,091)
High Yield-Interest Rate Hedged	687,373	(0)	624,384	(0)	615,312	(0)
Inflation Expectations ETF	235,909	(235,909)	333,806	(333,806)	163,152	(163,152)
Investment Grade-Interest Rate Hedged	2,769,450	(0)	1,281,409	(0)	874,765	(0)
K-1 Free Crude Oil ETF	511,571	(0)	609,407	(0)	799,159	(0)
Large Cap Core Plus	2,251,428	(0)	1,944,085	(0)	1,822,947	(0)
Long Online/Short Stores ETF	376,209	(0)	103,343	(0)	122,508	(0)
Merger ETF	434,223	(254,074)	194,743	(180,920)	105,632	(105,632)
Metaverse ETF	8,364	(0)	35,497	(0)	35,325	(0)
MSCI EAFE Dividend Growers ETF	668,324	(0)	456,017	(0)	440,595	(0)
MSCI Emerging Markets Dividend Growers ETF	120,945	(0)	99,822	(0)	86,961	(0)
MSCI Europe Dividend Growers ETF	69,955	(0)	51,331	(0)	46,617	(0)
MSCI Transformational Changes ETF	192,135	(0)	86,286	(0)	37,773	(0)
Nanotechnology ETF	11,771	(0)	13,538	(0)	20,439	(0)
Nasdaq-100 Dorsey Wright Momentum ETF	125,703	(0)	75,606	(0)	65,099	(0)
Nasdaq-100 High Income ETF	N/A	N/A	N/A	N/A	18,171	(0)
On-Demand ETF	9,606	(0)	5,248	(0)	3,588	(0)
Online Retail ETF	4,206,707	(0)	999,911	(0)	570,841	(0)
Pet Care ETF	1,465,240	(0)	600,050	(0)	405,925	(0)
Russell 2000 Dividend Growers ETF	3,467,331	(0)	3,289,224	(0)	3,149,369	(0)
Russell U.S. Dividend Growers ETF	76,289	(0)	41,559	(0)	32,169	(0)
S&P 500® Dividend Aristocrats ETF	33,050,023	(0)	37,257,089	(0)	40,392,091	(0)
S&P 500® ex-Energy ETF	62,751	(3,892)	36,108	(11,808)	54,163	(17,764)
S&P 500® ex-Financials ETF	19,078	(1,219)	15,518	(5,047)	62,512	(20,473)
S&P 500® ex-Health Care ETF	9,425	(570)	7,740	(2,519)	23,894	(7,835)
S&P 500® ex-Technology ETF	20,566	(1,406)	14,689	(4,785)	54,809	(17,955)
S&P 500® High Income ETF	N/A	N/A	N/A	N/A	151,635	(0)
S&P Global Core Battery Metals ETF	N/A	N/A	10,425	(0)	13,976	(0)
S&P Kensho Cleantech ETF	14,198	(0)	32,361	(0)	28,838	(0)

	ADVISORY FEES
	2022		2023		2024
	Earned	Waived	Earned	Waived	Earned	Waived
S&P Kensho Smart Factories ETF	12,817	(0)	5,773	(0)	5,177	(0)
S&P Midcap 400 Dividend Aristocrats ETF	4,199,083	(0)	5,686,584	(0)	6,143,791	(0)
S&P Technology Dividend Aristocrats ETF	494,039	(0)	545,115	(0)	1,072,222	(0)
Short 20+ Year Treasury	5,198,275	(0)	3,130,441	(0)	1,115,947	(0)
Short 7-10 Year Treasury	909,799	(17,016)	846,602	(31,325)	189,353	(58,234)
Short Dow30	1,933,906	(2,500)	2,108,069	(36,396)	1,436,014	(31,934)
Short Financials	82,205	(66,421)	242,647	(63,763)	171,555	(67,619)
Short FTSE China 50	58,676	(58,676)	68,639	(68,639)	55,104	(55,104)
Short High Yield	734,945	(80,160)	2,409,479	(84,071)	1,180,196	(78,316)
Short MidCap400	82,118	(63,467)	107,595	(65,109)	65,013	(65,013)
Short MSCI EAFE	217,938	(78,006)	771,081	(71,549)	301,315	(88,723)
Short MSCI Emerging Markets	252,753	(81,822)	346,904	(96,952)	191,104	(82,304)
Short QQQ®	5,391,315	(340,304)	11,225,799	(635,095)	5,919,428	(352,161)
Short Real Estate	64,582	(64,582)	376,823	(70,727)	254,343	(66,604)
Short Russell2000	2,291,017	(166,456)	3,665,218	(272,655)	2,056,946	(188,354)
Short S&P500®	12,176,536	(0)	20,797,286	(0)	11,221,414	(0)
Short SmallCap600	37,360	(37,360)	113,587	(63,869)	87,179	(64,732)
Smart Materials ETF	10,919	(0)	8,893	(0)	9,373	(0)
Supply Chain Logistics ETF	2,426	(0)	10,535	(0)	11,374	(0)
Ultra 20+ Year Treasury	369,357	(78,328)	342,588	(51,517)	543,441	(35,382)
Ultra 7-10 Year Treasury	145,733	(89,715)	103,226	(65,219)	103,054	(64,524)
Ultra Communication Services	18,012	(18,012)	10,578	(10,578)	16,792	(16,792)
Ultra Consumer Discretionary	214,608	(104,632)	87,213	(87,213)	118,997	(102,740)
Ultra Consumer Staples	105,153	(105,153)	55,371	(55,371)	49,347	(49,347)
Ultra Dow30	3,439,500	(2,666)	2,643,216	(60,467)	2,780,443	(29,131)
Ultra Energy	1,535,187	(82,533)	1,115,951	(115,064)	881,876	(102,755)
Ultra Financials	6,373,140	(0)	4,179,692	(18,180)	4,449,648	(0)
Ultra FTSE China 50	133,753	(95,906)	84,197	(84,197)	73,968	(73,968)
Ultra FTSE Europe	37,207	(37,207)	28,515	(28,515)	32,645	(32,645)
Ultra Health Care	1,191,322	(107,193)	721,191	(123,873)	634,774	(83,103)
Ultra High Yield	162,100	(47,055)	78,768	(76,000)	107,558	(90,563)
Ultra Industrials	213,866	(106,704)	122,053	(119,040)	151,856	(98,811)
Ultra Materials	548,462	(109,585)	333,942	(103,409)	315,227	(101,945)
Ultra MidCap400	1,218,130	(72,278)	913,947	(115,015)	997,801	(71,121)
Ultra MSCI Brazil Capped	53,915	(53,915)	35,877	(35,877)	34,701	(34,701)
Ultra MSCI EAFE	94,473	(91,543)	69,311	(69,311)	70,554	(70,554)
Ultra MSCI Emerging Markets	401,904	(76,441)	149,863	(79,010)	123,261	(87,792)
Ultra MSCI Japan	59,793	(59,793)	41,182	(41,182)	65,291	(65,291)
Ultra Nasdaq Biotechnology	1,535,183	(267,592)	773,653	(207,744)	662,955	(169,959)
Ultra Nasdaq Cloud Computing	19,096	(19,096)	12,164	(12,164)	21,859	(21,859)
Ultra Nasdaq Cybersecurity	29,616	(29,616)	17,129	(17,129)	20,671	(20,671)
Ultra QQQ®	38,332,212	(1,282,847)	24,370,642	(1,085,584)	40,130,872	(1,207,586)
Ultra Real Estate	947,424	(109,263)	560,657	(107,655)	447,111	(87,995)
Ultra Russell2000	2,593,029	(1,232,491)	1,094,529	(291,943)	1,354,682	(258,395)
Ultra S&P500®	32,466,427	(206,222)	22,971,845	(0)	31,166,348	(144,631)
Ultra Semiconductors	2,536,322	(63,159)	1,245,570	(136,437)	3,435,579	(0)
Ultra SmallCap600	308,948	(137,910)	224,226	(132,515)	224,556	(138,538)
Ultra Technology	6,829,159	(0)	3,016,995	(85,339)	4,559,526	(0)
Ultra Utilities	164,979	(90,615)	113,959	(110,834)	75,515	(75,515)
UltraPro Dow30	6,674,665	(0)	4,605,911	(24,696)	4,622,038	(0)

	ADVISORY FEES
	2022		2023		2024
	Earned	Waived	Earned	Waived	Earned	Waived
UltraPro MidCap400	367,677	(179,962)	197,810	(149,547)	217,831	(158,964)
UltraPro QQQ®	118,596,637	(19,125,963)	91,993,280	(12,031,673)	144,830,434	(26,121,519)
UltraPro Russell2000	2,730,565	(1,230,426)	1,606,746	(342,614)	2,432,705	(566,237)
UltraPro S&P500®	22,281,146	(0)	16,841,043	(0)	21,334,881	(0)
UltraPro Short 20+ Year Treasury	1,525,488	(0)	2,871,410	(0)	704,521	(24,499)
UltraPro Short Dow30	2,864,461	(0)	4,388,986	(0)	3,185,201	(0)
UltraPro Short MidCap400	47,561	(47,561)	70,898	(67,836)	34,465	(34,465)
UltraPro Short QQQ®	15,192,905	(666,032)	35,529,332	(1,773,323)	28,278,977	(1,087,982)
UltraPro Short Russell2000	1,107,876	(129,738)	1,390,761	(155,614)	1,151,060	(135,861)
UltraPro Short S&P500®	4,352,537	(0)	9,503,620	(0)	6,449,078	(0)
UltraShort 20+ Year Treasury	10,850,404	(0)	7,055,323	(0)	3,292,757	(0)
UltraShort 7-10 Year Treasury	620,791	(32,718)	497,189	(41,707)	183,577	(56,442)
UltraShort Consumer Discretionary	11,269	(11,269)	34,473	(34,473)	12,623	(12,623)
UltraShort Consumer Staples	7,153	(7,153)	19,696	(19,696)	9,308	(9,308)
UltraShort Dow30	764,183	(55,917)	909,017	(68,145)	628,152	(54,499)
UltraShort Energy	151,555	(73,259)	261,945	(63,875)	150,344	(61,692)
UltraShort Financials	97,235	(70,655)	146,918	(73,083)	143,388	(67,099)
UltraShort FTSE China 50	163,129	(93,416)	178,492	(93,040)	144,220	(93,412)
UltraShort FTSE Europe	120,056	(87,390)	776,243	(68,208)	339,377	(69,945)
UltraShort Health Care	13,933	(13,933)	23,132	(23,132)	10,243	(10,242)
UltraShort Industrials	17,140	(17,140)	22,233	(22,233)	18,118	(18,118)
UltraShort Materials	17,148	(17,148)	31,990	(31,990)	12,695	(12,695)
UltraShort MidCap400	15,639	(15,639)	21,827	(21,827)	15,814	(15,814)
UltraShort MSCI Brazil Capped	108,885	(93,871)	117,255	(74,705)	63,409	(63,409)
UltraShort MSCI EAFE	10,092	(10,092)	36,877	(36,877)	11,921	(11,921)
UltraShort MSCI Emerging Markets	55,299	(55,299)	92,846	(74,690)	50,715	(50,715)
UltraShort MSCI Japan	32,843	(32,843)	45,950	(45,950)	35,831	(35,831)
UltraShort Nasdaq Biotechnology	62,224	(62,224)	50,858	(50,858)	33,907	(33,907)
UltraShort QQQ®	2,037,624	(193,776)	3,638,589	(306,359)	2,944,409	(238,247)
UltraShort Real Estate	124,039	(75,437)	435,554	(72,069)	379,430	(62,186)
UltraShort Russell2000	676,734	(109,034)	935,406	(133,277)	641,920	(111,408)
UltraShort S&P500®	4,728,334	(0)	7,615,330	(0)	5,848,029	(0)
UltraShort Semiconductors	26,194	(26,194)	66,476	(66,476)	52,193	(52,193)
UltraShort SmallCap600	24,014	(24,014)	33,466	(33,466)	21,562	(21,562)
UltraShort Technology	42,371	(42,371)	75,943	(67,315)	31,635	(31,635)
UltraShort Utilities	14,109	(14,109)	21,617	(21,617)	11,277	(11,277)

For each Fund that commenced operations during a fiscal year, the table above reflects amounts from inception through the end of the fiscal year.

MANAGEMENT SERVICES AGREEMENT All Funds other than the Unitary Fee Funds

Pursuant to a separate Management Services Agreement, ProShare Advisors performs certain administrative services on behalf of each Fund. Such services include negotiating, coordinating and implementing the Trust’s contractual obligations with each Fund’s service providers; monitoring, overseeing and reviewing the performance of such service providers to ensure adherence to applicable contractual obligations; and preparing or coordinating reports and presentations to the Board of Trustees with respect to such service providers as requested or as deemed necessary. The Management Agreement may be terminated at any time, by a vote of the Trustees, by a vote of a majority of the outstanding voting securities (as defined

in the 1940 Act) of that Fund, or by the Advisor, in each case upon sixty days’ prior written notice. For these services, the Trust pays to ProShare Advisors a fee at the annual rate of 0.10% of average daily net assets for each Fund.

Management Services Fees Paid

For the fiscal years ended May 31, 2022, May 31, 2023, and May 31, 2024, the Advisor was entitled to, and waived, management services fees in the following amounts:

For the three most recent fiscal years, each Fund that was operational for the period indicated paid ProShare Advisors a management services fee set forth below.

	Management Services Fees Paid
	2022		2023		2024
	Earned	Waived	Earned	Waived	Earned	Waived
Global Listed Private Equity ETF	$22,177	$(22,177)	$11,474	$(11,474)	$8,823	$(8,823)
Hedge Replication ETF	45,776	(45,776)	40,502	(40,502)	30,678	(30,678)
Inflation Expectations ETF	42,892	(42,892)	60,691	(5,676)	29,664	(29,664)
Merger ETF	57,896	(0)	25,966	(0)	14,084	(14,084)
Short 20+ Year Treasury	693,098	(0)	417,389	(0)	148,791	(0)
Short 7-10 Year Treasury	121,306	(0)	112,879	(0)	25,247	(0)
Short Dow30	257,852	(0)	281,074	(0)	191,466	(0)
Short Financials	10,961	(0)	32,353	(0)	22,874	(0)
Short FTSE China 50	7,824	(7,824)	9,152	(9,152)	7,347	(7,347)
Short High Yield	97,992	(0)	321,262	(0)	157,357	(0)
Short MidCap400	10,949	(0)	14,346	(0)	8,668	(3,344)
Short MSCI EAFE	29,058	(0)	102,810	(0)	40,175	(0)
Short MSCI Emerging Markets	33,700	(0)	46,254	(0)	25,480	(0)
Short QQQ®	718,837	(0)	1,496,763	(0)	789,246	(0)
Short Real Estate	8,611	(3,212)	50,243	(0)	33,912	(0)
Short Russell2000	305,467	(0)	488,692	(0)	274,255	(0)
Short S&P500®	1,623,526	(0)	2,772,951	(0)	1,496,167	(0)
Short SmallCap600	4,981	(4,981)	15,145	(0)	11,624	(0)
Ultra 20+ Year Treasury	49,247	(0)	45,678	(0)	72,458	(0)
Ultra 7-10 Year Treasury	19,431	(0)	13,764	(0)	13,740	(0)
Ultra Communication Services	2,402	(2,402)	1,411	(1,411)	2,239	(2,239)
Ultra Consumer Discretionary	28,614	(0)	11,628	(11,628)	15,866	(0)
Ultra Consumer Staples	14,020	(13,988)	7,383	(7,383)	6,580	(6,580)
Ultra Dow30	458,597	(0)	352,426	(0)	370,720	(0)
Ultra Energy	204,690	(0)	148,793	(0)	117,582	(0)
Ultra Financials	849,746	(0)	557,288	(0)	593,278	(0)
Ultra FTSE China 50	17,833	(0)	11,226	(5,317)	9,862	(9,862)
Ultra FTSE Europe	4,961	(4,961)	3,802	(3,802)	4,353	(4,353)
Ultra Health Care	158,842	(0)	96,158	(0)	84,635	(0)
Ultra High Yield	21,613	(0)	10,502	(0)	14,341	(0)
Ultra Industrials	28,515	(0)	16,274	(0)	20,247	(0)
Ultra Materials	73,128	(0)	44,525	(0)	42,030	(0)
Ultra MidCap400	162,416	(0)	121,859	(0)	133,038	(0)
Ultra MSCI Brazil Capped	7,189	(7,189)	4,783	(4,783)	4,627	(4,627)
Ultra MSCI EAFE	12,596	(0)	9,241	(9,241)	9,407	(9,407)
Ultra MSCI Emerging Markets	53,587	(0)	19,982	(0)	16,434	(0)
Ultra MSCI Japan	7,972	(7,972)	5,491	(5,491)	8,705	(8,705)
Ultra Nasdaq Biotechnology	204,689	(0)	103,153	(0)	88,393	(0)
Ultra Nasdaq Cloud Computing	2,546	(2,546)	1,622	(1,622)	2,915	(2,915)
Ultra Nasdaq Cybersecurity	3,949	(3,949)	2,284	(2,284)	2,756	(2,756)
Ultra QQQ®	5,110,920	(0)	3,249,395	(0)	5,350,705	(0)

	Management Services Fees Paid
	2022		2023		2024
	Earned	Waived	Earned	Waived	Earned	Waived
Ultra Real Estate	126,322	(0)	74,753	(0)	59,614	(0)
Ultra Russell2000	345,735	(0)	145,936	(0)	180,622	(0)
Ultra S&P500®	4,328,822	(0)	3,062,890	(0)	4,155,452	(0)
Ultra Semiconductors	338,174	(0)	166,075	(0)	458,070	(0)
Ultra SmallCap600	41,193	(0)	29,896	(0)	29,941	(0)
Ultra Technology	910,548	(0)	402,263	(0)	607,928	(0)
Ultra Utilities	21,997	(0)	15,194	(0)	10,068	(10,068)
UltraPro Dow30	889,949	(0)	614,117	(0)	616,263	(0)
UltraPro MidCap400	49,023	(0)	26,375	(0)	29,044	(0)
UltraPro QQQ®	15,812,720	(0)	12,265,681	(0)	19,310,442	(0)
UltraPro Russell2000	364,073	(0)	214,231	(0)	324,356	(0)
UltraPro S&P500®	2,970,798	(0)	2,245,456	(0)	2,844,609	(0)
UltraPro Short 20+ Year Treasury	203,397	(0)	382,852	(0)	93,935	(0)
UltraPro Short Dow30	381,925	(0)	585,194	(0)	424,687	(0)
UltraPro Short MidCap400	6,341	(6,341)	9,453	(0)	4,596	(4,596)
UltraPro Short QQQ®	2,025,706	(0)	4,737,210	(0)	3,770,475	(0)
UltraPro Short Russell2000	147,716	(0)	185,434	(0)	153,472	(0)
UltraPro Short S&P500®	580,334	(0)	1,267,140	(0)	859,864	(0)
UltraShort 20+ Year Treasury	1,446,710	(0)	940,703	(0)	439,028	(0)
UltraShort 7-10 Year Treasury	82,771	(0)	66,291	(0)	24,477	(0)
UltraShort Consumer Discretionary	1,503	(1,503)	4,596	(4,596)	1,683	(1,683)
UltraShort Consumer Staples	954	(954)	2,626	(2,626)	1,241	(1,241)
UltraShort Dow30	101,890	(0)	121,201	(0)	83,752	(0)
UltraShort Energy	20,207	(0)	34,926	(0)	20,046	(0)
UltraShort Financials	12,965	(0)	19,589	(0)	19,118	(0)
UltraShort FTSE China 50	21,750	(0)	23,799	(0)	19,229	(0)
UltraShort FTSE Europe	16,007	(0)	103,498	(0)	45,250	(0)
UltraShort Health Care	1,858	(1,858)	3,084	(3,084)	1,366	(1,366)
UltraShort Industrials	2,285	(2,285)	2,964	(2,964)	2,416	(2,416)
UltraShort Materials	2,286	(2,286)	4,265	(4,265)	1,693	(1,693)
UltraShort MidCap400	2,085	(2,085)	2,910	(2,910)	2,109	(2,109)
UltraShort MSCI Brazil Capped	14,518	(0)	15,634	(0)	8,454	(8,454)
UltraShort MSCI EAFE	1,346	(1,346)	4,917	(4,917)	1,589	(1,589)
UltraShort MSCI Emerging Markets	7,373	(7,373)	12,379	(0)	6,762	(6,762)
UltraShort MSCI Japan	4,379	(4,379)	6,127	(6,127)	4,777	(4,777)
UltraShort Nasdaq Biotechnology	8,296	(8,296)	6,781	(6,781)	4,521	(4,521)
UltraShort QQQ®	271,681	(0)	485,142	(0)	392,582	(0)
UltraShort Real Estate	16,538	(0)	58,073	(0)	50,590	(0)
UltraShort Russell2000	90,231	(0)	124,720	(0)	85,588	(0)
UltraShort S&P500®	630,440	(0)	1,015,370	(0)	779,726	(0)
UltraShort Semiconductors	3,492	(3,492)	8,863	(3,554)	6,959	(6,959)
UltraShort SmallCap600	3,202	(3,202)	4,462	(4,462)	2,875	(2,875)
UltraShort Technology	5,649	(5,649)	10,126	(0)	4,218	(4,218)
UltraShort Utilities	1,881	(1,881)	2,882	(2,882)	1,504	(1,504)

For each Fund that commenced operations during a fiscal year, the table above reflects amounts from inception through the end of the fiscal year.

EXPENSE LIMITATION AGREEMENT All Funds other than the Unitary Fee Funds

ProShare Advisors has contractually agreed to waive investment advisory and management services fees and/or to reimburse certain other expenses of each Fund through at least September 30, 2025 (unless the Board consents to an earlier revision or termination of this arrangement). After such date, the expense limitation may be terminated or revised by ProShare Advisors. This expense limitation excludes transaction costs, interest, taxes, dividends (including dividend expenses on securities sold short), litigation, indemnification, acquired fund fees and expenses as permitted by the then current registration statement, and extraordinary expenses as determined under generally accepted accounting principles. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five years of the end of that contractual period, however, such recoupment will be limited to the lesser of any expense limitation in place at the time of recoupment or the expense limitation in place at the time of waiver or reimbursement. The recoupment period begins on the date such amount was initially waived and/or reimbursed.

Expense Limits

The annual operating expenses are limited as follows:

Name of Fund	Expense Limitation
Global Listed Private Equity ETF	0.60%
Hedge Replication ETF	0.95%
Inflation Expectations ETF	0.30%
Merger ETF	0.75%
Short 20+ Year Treasury	0.95%
Short 7-10 Year Treasury	0.95%
Short Dow30 SM	0.95%
Short Financials	0.95%
Short FTSE China 50	0.95%
Short High Yield	0.95%
Short MidCap400	0.95%
Short MSCI EAFE	0.95%
Short MSCI Emerging Markets	0.95%
Short QQQ®	0.95%
Short Real Estate	0.95%
Short Russell2000	0.95%
Short S&P500®	0.95%
Short SmallCap600	0.95%
Ultra 20+ Year Treasury	0.95%
Ultra 7-10 Year Treasury	0.95%
Ultra Communication Services	0.95%
Ultra Consumer Discretionary	0.95%
Ultra Consumer Staples	0.95%
Ultra Dow30SM	0.95%
Ultra Energy	0.95%
Ultra Financials	0.95%
Ultra FTSE China 50	0.95%
Ultra FTSE Europe	0.95%
Ultra Health Care	0.95%

Name of Fund	Expense Limitation
Ultra High Yield	0.95%
Ultra Industrials	0.95%
Ultra Materials	0.95%
Ultra MidCap400	0.95%
Ultra MSCI Brazil Capped	0.95%
Ultra MSCI EAFE	0.95%
Ultra MSCI Emerging Markets	0.95%
Ultra MSCI Japan	0.95%
Ultra Nasdaq Biotechnology	0.95%
Ultra Nasdaq Cloud Computing	0.95%
Ultra Nasdaq Cybersecurity	0.95%
Ultra QQQ®	0.95%
Ultra Real Estate	0.95%
Ultra Russell2000	0.95%
Ultra S&P500®	0.95%
Ultra Semiconductors	0.95%
Ultra SmallCap600	0.95%
Ultra Technology	0.95%
Ultra Utilities	0.95%
UltraPro Dow30SM	0.95%
UltraPro MidCap400	0.95%
UltraPro QQQ®	0.95%
UltraPro Russell2000	0.95%
UltraPro S&P500®	0.95%
UltraPro Short 20+ Year Treasury	0.95%
UltraPro Short Dow30SM	0.95%
UltraPro Short MidCap400	0.95%
UltraPro Short QQQ®	0.95%
UltraPro Short Russell2000	0.95%
UltraPro Short S&P500®	0.95%
UltraShort 20+ Year Treasury	0.95%
UltraShort 7-10 Year Treasury	0.95%
UltraShort Consumer Discretionary	0.95%
UltraShort Consumer Staples	0.95%
UltraShort Dow30SM	0.95%
UltraShort Energy	0.95%
UltraShort Financials	0.95%
UltraShort FTSE China 50	0.95%
UltraShort FTSE Europe	0.95%
UltraShort Health Care	0.95%
UltraShort Industrials	0.95%
UltraShort Materials	0.95%
UltraShort MidCap400	0.95%
UltraShort MSCI Brazil Capped	0.95%
UltraShort MSCI EAFE	0.95%

Name of Fund	Expense Limitation
UltraShort MSCI Emerging Markets	0.95%
UltraShort MSCI Japan	0.95%
UltraShort Nasdaq Biotechnology	0.95%
UltraShort QQQ®	0.95%
UltraShort Real Estate	0.95%
UltraShort Russell2000	0.95%
UltraShort S&P500®	0.95%
UltraShort Semiconductors	0.95%
UltraShort SmallCap600	0.95%
UltraShort Technology	0.95%
UltraShort Utilities	0.95%

Certain Unitary Fee Funds

ProShare Advisors has contractually agreed to waive investment advisory and management services fees of each Fund through at least September 30, 2025. After such date, the expense limitation may be terminated or revised by ProShare Advisors. This expense limitation excludes transaction costs, interest, taxes, dividends (including dividend expenses on securities sold short), litigation, indemnification, acquired fund fees and expenses as permitted by the then current registration statement, and extraordinary expenses as determined under generally accepted accounting principles.

Expense Limits

The annual operating expenses are limited as follows:

Name of Fund	Expense Limitation
S&P 500® Ex-Energy ETF	0.09%
S&P 500® Ex-Financials ETF	0.09%
S&P 500® Ex-Health Care ETF	0.09%
S&P 500® Ex-Technology ETF	0.09%

Recoupment

All Funds

For the fiscal years ended May 31, 2022, May 31, 2023, and May 31, 2024, the Advisor recouped fee waivers/reimbursements from the prior years in the following amounts:

	Advisory Fees Recouped
Fund	2022	2023	2024
Big Data Refiners ETF	$0	$0	$0
Decline of the Retail Store ETF	0	0	0
DJ Brookfield Global Infrastructure ETF	0	0	0
Equities for Rising Rates ETF	0	0	0
Global Listed Private Equity ETF	0	0	0
Hedge Replication ETF	0	0	0
High Yield-Interest Rate Hedged	0	0	0
Inflation Expectations ETF	0	0	0

	Advisory Fees Recouped
Fund	2022	2023	2024
Investment Grade-Interest Rate Hedged	0	0	0
K-1 Free Crude Oil ETF	0	0	0
Large Cap Core Plus	0	0	0
Long Online/Short Stores ETF	0	0	0
Merger ETF	0	0	0
Metaverse ETF	0	0	0
MSCI EAFE Dividend Growers ETF	0	0	0
MSCI Emerging Markets Dividend Growers ETF	0	0	0
MSCI Europe Dividend Growers ETF	0	0	0
MSCI Transformational Changes ETF	0	0	0
Nanotechnology ETF	0	0	0
Nasdaq-100 Dorsey Wright Momentum ETF	0	0	0
On-Demand ETF	0	0	0
Online Retail ETF	0	0	0
Pet Care ETF	0	0	0
Russell 2000 Dividend Growers ETF	0	0	0
Russell U.S. Dividend Growers ETF	0	0	0
S&P 500® Dividend Aristocrats ETF	0	0	0
S&P 500® ex-Energy ETF	0	0	0
S&P 500® ex-Financials ETF	0	0	0
S&P 500® ex-Health Care ETF	0	0	0
S&P 500® ex-Technology ETF	0	0	0
S&P Global Core Battery Metals ETF	N/A	0	0
S&P Kensho Cleantech ETF	0	0	0
S&P Kensho Smart Factories ETF	0	0	0
S&P Midcap 400 Dividend Aristocrats ETF	0	0	0
S&P Technology Dividend Aristocrats ETF	0	0	0
Short 20+ Year Treasury	0	0	0
Short 7-10 Year Treasury	0	0	0
Short Dow30	0	0	0
Short Financials	0	0	0
Short FTSE China 50	0	0	0
Short High Yield	0	0	0
Short MidCap400	0	0	0
Short MSCI EAFE	0	0	0
Short MSCI Emerging Markets	0	0	0
Short QQQ®	0	0	0
Short Real Estate	0	0	0
Short Russell2000	0	0	0
Short S&P500®	0	0	0
Short SmallCap600	0	0	0
Smart Materials ETF	0	0	0
Supply Chain Logistics ETF	0	0	0
Ultra 20+ Year Treasury	0	0	0
Ultra 7-10 Year Treasury	0	0	0
Ultra Communication Services	0	0	0

	Advisory Fees Recouped
Fund	2022	2023	2024
Ultra Consumer Discretionary	0	0	0
Ultra Consumer Staples	0	0	0
Ultra Dow30	0	0	0
Ultra Energy	0	0	0
Ultra Financials	58,652	0	103,531
Ultra FTSE China 50	0	0	0
Ultra FTSE Europe	0	0	0
Ultra Health Care	0	0	0
Ultra High Yield	0	0	0
Ultra Industrials	0	0	0
Ultra Materials	0	0	0
Ultra MidCap400	0	0	0
Ultra MSCI Brazil Capped	0	0	0
Ultra MSCI EAFE	0	0	0
Ultra MSCI Emerging Markets	0	0	0
Ultra MSCI Japan	0	0	0
Ultra Nasdaq Biotechnology	0	0	0
Ultra Nasdaq Cloud Computing	0	0	0
Ultra Nasdaq Cybersecurity	0	0	0
Ultra QQQ®	0	0	0
Ultra Real Estate	0	0	0
Ultra Russell2000	0	0	0
Ultra S&P500®	0	0	0
Ultra Semiconductors	0	0	5,878
Ultra SmallCap600	0	0	0
Ultra Technology	72,020	0	101,376
Ultra Utilities	0	0	0
UltraPro Dow30	114,791	0	32,830
UltraPro MidCap400	0	0	0
UltraPro QQQ®	542,098	0	0
UltraPro Russell2000	0	0	0
UltraPro S&P500®	0	0	0
UltraPro Short 20+ Year Treasury	34,368	142,628	4,656
UltraPro Short Dow30	27,850	12,174	25,928
UltraPro Short MidCap400	0	0	0
UltraPro Short QQQ®	0	0	0
UltraPro Short Russell2000	0	0	0
UltraPro Short S&P500®	0	0	0
UltraShort 20+ Year Treasury	0	0	0
UltraShort 7-10 Year Treasury	0	0	0
UltraShort Consumer Discretionary	0	0	0
UltraShort Consumer Staples	0	0	0
UltraShort Dow30	0	0	0
UltraShort Energy	0	0	0
UltraShort Financials	0	0	0
UltraShort FTSE China 50	0	0	0

	Advisory Fees Recouped
Fund	2022	2023	2024
UltraShort FTSE Europe	0	0	0
UltraShort Health Care	0	0	0
UltraShort Industrials	0	0	0
UltraShort Materials	0	0	0
UltraShort MidCap400	0	0	0
UltraShort MSCI Brazil Capped	0	0	0
UltraShort MSCI EAFE	0	0	0
UltraShort MSCI Emerging Markets	0	0	0
UltraShort MSCI Japan	0	0	0
UltraShort Nasdaq Biotechnology	0	0	0
UltraShort QQQ®	0	0	0
UltraShort Real Estate	0	0	0
UltraShort Russell2000	0	0	0
UltraShort S&P500®	0	0	0
UltraShort Semiconductors	0	0	0
UltraShort SmallCap600	0	0	0
UltraShort Technology	0	0	0
UltraShort Utilities	0	0	0

For each Fund that commenced operations during a fiscal year, the table above reflects amounts from inception through the end of the fiscal year.

PORTFOLIO MANAGEMENT

PORTFOLIO MANAGER COMPENSATION

ProShare Advisors believes that its compensation program is competitively positioned to attract and retain high-caliber investment professionals. The compensation package for portfolio managers consists of a fixed base salary, an annual incentive bonus opportunity and a competitive benefits package. A portfolio manager’s salary compensation is designed to be competitive with the marketplace and reflect a portfolio manager’s relative experience and contribution to the firm. Fixed base salary compensation is reviewed and adjusted annually to reflect increases in the cost of living and market rates.

The annual incentive bonus opportunity provides cash bonuses based upon the overall firm’s performance and individual contributions. Principal consideration for each portfolio manager is given to appropriate risk management, teamwork and investment support activities in determining the annual bonus amount.

Portfolio managers are eligible to participate in the firm’s standard employee benefits programs, which include a competitive 401(k) retirement savings program with employer match, life insurance coverage, and health and welfare programs.

Portfolio Manager Ownership

Listed below for each portfolio manager is a dollar range of securities beneficially owned in each Fund managed by the portfolio manager, together with the aggregate dollar range of equity securities in all registered investment companies in the Fund Complex as of May 31, 2024.

Name of Portfolio Manager	Dollar Range of Equity Securities in the Funds Managed by the Portfolio Manager	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies in the ProShares Family
George Banian	None	None
Tarak Davé	$10,001-$50,000	$10,001-$50,000
Eric Silverthorne	None	$1-$10,000
Alexander Ilyasov	None	$50,001-$100,000
Michael Neches	$10,001-$50,000	$10,001-$50,000
James Linneman	None	$50,001-$100,000
Devin Sullivan	None	None

Other Accounts Managed by Portfolio Managers

Portfolio managers are generally responsible for multiple investment company accounts. As described below, certain inherent conflicts of interest arise from the fact that a portfolio manager has responsibility for multiple accounts, including conflicts relating to the allocation of investment opportunities. Listed below for each portfolio manager are the number and type of accounts managed or overseen by such portfolio manager as of May 31, 2024.

Name of Portfolio Manager	Number of All Registered Investment Companies Managed/Total Assets	Number of All Other Pooled Investment Vehicles Managed/Total Assets	Number of All Other Accounts Managed/Total Assets
Michael Neches	162/$66,862,191,182	0/$0	1/$17,612,010
James Linneman	21/$1,178,371,888	4/$125,848,748	0/$0
Eric Silverthorne	48/$666,957,270	0/$0	0/$0
Devin Sullivan	86/$61,862,226,874	0/$0	1/$17,612,010
Tarak Davé	76/$4,999,964,308	0/$0	0/$0
Alexander Ilyasov	81/$4,801,946,509	16/$3,127,816,937	0/$0
George Banian	11/$2,926,504,482	12/$3,001,968,189	0/$0

Conflicts of Interest

In the course of providing advisory services, ProShare Advisors may simultaneously recommend the sale of a particular security for one account while recommending the purchase of the same security for another account if such recommendations are consistent with each client’s investment strategies. ProShare Advisors also may recommend the purchase or sale of securities that may also be recommended by ProFund Advisors LLC, an affiliate of ProShare Advisors.

ProShare Advisors, its principals, officers and employees (and members of their families) and affiliates may participate directly or indirectly as investors in ProShare Advisors’ clients, such as a Fund. Thus ProShare Advisors may recommend to clients the purchase or sale of securities in which it, or its officers, employees or related persons have a financial interest. ProShare Advisors may give advice and take actions in the performance of its duties to its clients that differ from the advice given or the timing and nature of actions taken, with respect to other clients’ accounts and/or employees’ accounts that may invest in some of the same securities recommended to clients.

In addition, ProShare Advisors, its affiliates and principals may trade for their own accounts. Consequently, non-customer and proprietary trades may be executed and cleared through any prime broker or other broker utilized by clients. It is possible that officers or employees of ProShare Advisors may buy or sell securities or other instruments that ProShare Advisors has recommended to, or purchased for, its clients and may engage in transactions for their own accounts in a manner that is inconsistent with ProShare Advisors’ recommendations to a client. Personal securities transactions by employees may raise potential conflicts of

interest when such persons trade in a security that is owned by, or considered for purchase or sale for, a client. ProShare Advisors has adopted policies and procedures designed to detect and prevent such conflicts of interest and, when they do arise, to ensure that it effects transactions for clients in a manner that is consistent with its fiduciary duty to its clients and in accordance with applicable law.

Any “access person” of ProShare Advisors, (as defined under the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”)), may make security purchases subject to the terms of the ProShare Advisors Code of Ethics that are consistent with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act.

ProShare Advisors and its affiliated persons may come into possession from time to time of material nonpublic and other confidential information about companies which, if disclosed, might affect an investor’s decision to buy, sell, or hold a security. Under applicable law, ProShare Advisors and its affiliated persons would be prohibited from improperly disclosing or using this information for their personal benefit or for the benefit of any person, regardless of whether the person is a client of ProShare Advisors. Accordingly, should ProShare Advisors or any affiliated person come into possession of material nonpublic or other confidential information with respect to any company, ProShare Advisors and its affiliated persons will have no responsibility or liability for failing to disclose the information to clients as a result of following its policies and procedures designed to comply with applicable law.

However, each Fund is managed using what is commonly referred to as an index strategy in an attempt to simulate either the daily movement or a multiple, the inverse or an inverse multiple of the daily movement of its index, and the use of such index strategies may reduce conflicts of interest compared to funds using non-index investment strategies.

REGISTRATION AS A COMMODITY POOL OPERATOR

In connection with its management of Commodity Pools, ProShare Advisors has registered as a commodity pool operator (a “CPO”) and the Commodity Pools are commodity pools under the Commodity Exchange Act (the “CEA”). Accordingly, with respect to the Commodity Pools, ProShare Advisors is subject to registration and regulation as a CPO under the CEA, and must comply with various regulatory requirements under the CEA and the rules and regulations of the CFTC and the National Futures Association (“NFA”), including disclosure requirements and reporting and recordkeeping requirements. ProShare Advisors is also subject to periodic inspections and audits by the NFA. Compliance with these regulatory requirements could adversely affect the Commodity Pools’ total return. In this regard, any further amendment to the CEA or its related regulations that subject ProShare Advisors or the Commodity Pools to additional regulation may have adverse impacts on the Commodity Pools’ operations and expenses. While ProShare Advisors is registered as a CPO, ProShare Advisors has filed a claim of exclusion from the definition of the term “commodity pool operator” under the CEA, pursuant to CFTC Rule 4.5 (the “Exclusion”) with respect to the Excluded Pools, and therefore, ProShare Advisors is not subject to registration or regulation as a CPO under the CEA with respect to the Excluded Pools. In order to remain eligible for the Exclusion, each of the Excluded Pool will be limited in its ability to use certain financial instruments including futures, options on futures and certain swaps and will be limited in the manner in which it holds out its use of such instruments.

OTHER SERVICE PROVIDERS

ADMINISTRATORS AND FUND ACCOUNTING AGENT

JPMorgan, One Beacon Street, 19th Floor, Boston, MA 02108, acts as Administrator to each Fund pursuant to an administration agreement dated June 16, 2006, as amended from time to time. The Administrator provides each Fund with all required general administrative services, including, without limitation, office space, equipment, and personnel; clerical and general back office services; bookkeeping and internal accounting; the determination of NAVs; and the preparation and filing of all financial reports, and all other materials, except registration statements and proxy statements, required to be filed or furnished by each Fund under federal and state securities laws.

The Administrator pays all fees and expenses that are directly related to the services provided by the Administrator to each Fund; each Fund reimburses the Administrator for all fees and expenses incurred by the Administrator which are not directly related to the services the Administrator provides to each Fund under the service agreement. Each Fund may also reimburse the Administrator for such out-of-pocket expenses as incurred by the Administrator in the performance of its duties.

Citi Fund Services Ohio, Inc. (“Citi”), located at 4400 Easton Commons, Suite 200, Columbus, OH 43219, an indirect wholly-owned subsidiary of Citibank N.A., provides regulatory administration services to the Trust (altogether, the “Regulatory Administrative Services”). For its services, Citi is paid a set fee allocated among each Fund.

Fees Paid under the Administration Agreement and Regulatory Administration Agreement

For the fiscal years ended May 31, 2022, May 31, 2023, and May 31, 2024, for each Fund that was operational for the period indicated, the Administrator and Citi were entitled to the amounts set forth below.

	Administrator
Fund	2022	2023	2024
Big Data Refiners ETF	$0	$0	$0
Decline of the Retail Store ETF	0	0	0
DJ Brookfield Global Infrastructure ETF	0	0	0
Equities for Rising Rates ETF	0	0	0
Global Listed Private Equity ETF	74,931	74,744	77,485
Hedge Replication ETF	82,650	78,212	79,385
High Yield-Interest Rate Hedged	0	0	0
Inflation Expectations ETF	74,112	52,237	43,260
Investment Grade-Interest Rate Hedged	0	0	0
K-1 Free Crude Oil ETF	0	0	0
Large Cap Core Plus	0	0	0
Long Online/Short Stores ETF	0	0	0
Merger ETF	88,332	76,994	77,485
Metaverse ETF	0	0	0
MSCI EAFE Dividend Growers ETF	0	0	0
MSCI Emerging Markets Dividend Growers ETF	0	0	0
MSCI Europe Dividend Growers ETF	0	0	0
MSCI Transformational Changes ETF	0	0	0
Nanotechnology ETF	0	0	0
Nasdaq-100 Dorsey Wright Momentum ETF	0	0	0
Nasdaq-100 High Income ETF	N/A	N/A	0
On-Demand ETF	0	0	0

	Administrator
Fund	2022	2023	2024
Online Retail ETF	0	0	0
Pet Care ETF	0	0	0
Russell 2000 Dividend Growers ETF	0	0	0
Russell U.S. Dividend Growers ETF	0	0	0
S&P 500® Dividend Aristocrats ETF	0	0	0
S&P 500® ex-Energy ETF	0	0	0
S&P 500® ex-Financials ETF	0	0	0
S&P 500® ex-Health Care ETF	0	0	0
S&P 500® ex-Technology ETF	0	0	0
S&P 500® High Income ETF	N/A	N/A	0
S&P Global Core Battery Metals ETF	N/A	0	0
S&P Kensho Cleantech ETF	0	0	0
S&P Kensho Smart Factories ETF	0	0	0
S&P Midcap 400 Dividend Aristocrats ETF	0	0	0
S&P Technology Dividend Aristocrats ETF	0	0	0
Short 20+ Year Treasury	154,873	123,934	78,558
Short 7-10 Year Treasury	69,322	66,881	43,143
Short Dow30	98,580	102,086	86,399
Short Financials	38,471	38,760	41,619
Short FTSE China 50	38,471	38,327	40,996
Short High Yield	60,664	108,213	80,048
Short MidCap400	38,542	38,184	40,996
Short MSCI EAFE	42,157	63,490	45,658
Short MSCI Emerging Markets	40,719	44,348	41,137
Short QQQ®	154,267	211,524	165,676
Short Real Estate	38,471	47,057	43,621
Short Russell2000	104,223	133,831	101,766
Short S&P500®	215,226	274,118	211,885
Short SmallCap600	38,471	38,327	40,996
Smart Materials ETF	0	0	0
Supply Chain Logistics ETF	0	0	0
Ultra 20+ Year Treasury	78,706	46,923	59,432
Ultra 7-10 Year Treasury	70,634	40,543	42,893
Ultra Communication Services	74,942	74,744	77,485
Ultra Consumer Discretionary	74,932	74,744	77,485
Ultra Consumer Staples	74,931	74,744	77,485
Ultra Dow30	178,258	163,460	168,097
Ultra Energy	135,890	122,336	116,867
Ultra Financials	219,329	191,581	196,723
Ultra FTSE China 50	39,037	40,784	40,996
Ultra FTSE Europe	38,489	38,438	40,996
Ultra Health Care	124,394	107,832	104,802
Ultra High Yield	23,535	38,752	42,365
Ultra Industrials	75,078	74,590	77,485
Ultra Materials	96,341	79,939	80,390
Ultra MidCap400	125,088	116,127	120,746

	Administrator
Fund	2022	2023	2024
Ultra MSCI Brazil Capped	38,474	38,341	40,996
Ultra MSCI EAFE	38,493	38,600	40,996
Ultra MSCI Emerging Markets	47,676	42,074	40,996
Ultra MSCI Japan	63,390	74,562	77,485
Ultra Nasdaq Biotechnology	133,952	110,899	106,658
Ultra Nasdaq Cloud Computing	42,201	72,394	77,485
Ultra Nasdaq Cybersecurity	25,969	34,390	40,993
Ultra QQQ®	439,766	348,904	455,067
Ultra Real Estate	116,156	97,668	92,205
Ultra Russell2000	155,766	124,377	132,640
Ultra S&P500®	400,839	339,152	395,272
Ultra Semiconductors	159,568	127,860	177,110
Ultra SmallCap600	77,685	74,379	77,485
Ultra Technology	223,251	171,761	198,225
Ultra Utilities	74,989	74,744	77,485
UltraPro Dow30	223,086	197,141	199,109
UltraPro MidCap400	83,217	75,010	77,485
UltraPro QQQ®	972,970	804,055	1,153,178
UltraPro Russell2000	163,815	139,312	160,400
UltraPro S&P500®	332,487	299,005	329,744
UltraPro Short 20+ Year Treasury	86,389	119,636	63,081
UltraPro Short Dow30	116,247	142,502	125,595
UltraPro Short MidCap400	38,471	38,327	40,996
UltraPro Short QQQ®	234,981	372,462	326,116
UltraPro Short Russell2000	74,243	82,900	77,849
UltraPro Short S&P500®	141,685	199,022	171,604
UltraShort 20+ Year Treasury	208,019	177,120	129,096
UltraShort 7-10 Year Treasury	59,073	54,467	42,902
UltraShort Consumer Discretionary	38,471	38,327	40,996
UltraShort Consumer Staples	38,471	38,327	40,996
UltraShort Dow30	63,883	68,468	60,929
UltraShort Energy	38,474	40,388	40,996
UltraShort Financials	38,397	38,474	40,996
UltraShort FTSE China 50	38,267	38,734	40,996
UltraShort FTSE Europe	39,487	62,885	47,668
UltraShort Health Care	38,471	38,327	40,996
UltraShort Industrials	38,471	38,327	40,996
UltraShort Materials	38,471	38,327	40,996
UltraShort MidCap400	38,471	38,327	40,996
UltraShort MSCI Brazil Capped	38,610	38,049	40,996
UltraShort MSCI EAFE	38,471	38,327	40,996
UltraShort MSCI Emerging Markets	38,471	38,327	40,996
UltraShort MSCI Japan	38,471	38,327	40,996
UltraShort Nasdaq Biotechnology	38,483	38,302	40,996
UltraShort QQQ®	98,136	132,844	120,777
UltraShort Real Estate	38,493	49,926	49,214

	Administrator
Fund	2022	2023	2024
UltraShort Russell2000	60,334	69,064	61,145
UltraShort S&P500®	146,790	185,725	165,031
UltraShort Semiconductors	38,471	38,327	40,996
UltraShort SmallCap600	38,471	38,327	40,996
UltraShort Technology	38,471	38,327	40,996
UltraShort Utilities	38,471	38,327	40,996

For each Fund that commenced operations during a fiscal year, the table above reflects amounts from inception through the end of the fiscal year.

	Citi
Fund	2022	2023	2024
Big Data Refiners ETF	$0.00	$0.00	$0.00
Decline of the Retail Store ETF	0.00	0.00	0.00
DJ Brookfield Global Infrastructure ETF	0.00	0.00	0.00
Equities for Rising Rates ETF	0.00	0.00	0.00
Global Listed Private Equity ETF	187	127	87
Hedge Replication ETF	397	449	305
High Yield-Interest Rate Hedged	0.00	0.00	0.00
Inflation Expectations ETF	373	676	296
Investment Grade-Interest Rate Hedged	0.00	0.00	0.00
K-1 Free Crude Oil ETF	0.00	0.00	0.00
Large Cap Core Plus	0.00	0.00	0.00
Long Online/Short Stores ETF	0.00	0.00	0.00
Merger ETF	495	291	141
Metaverse ETF	0.00	0.00	0.00
MSCI EAFE Dividend Growers ETF	0.00	0.00	0.00
MSCI Emerging Markets Dividend Growers ETF	0.00	0.00	0.00
MSCI Europe Dividend Growers ETF	0.00	0.00	0.00
MSCI Transformational Changes ETF	0.00	0.00	0.00
Nanotechnology ETF	0.00	0.00	0.00
Nasdaq-100 Dorsey Wright Momentum ETF	0.00	0.00	0.00
Nasdaq-100 High Income ETF	N/A	N/A	0.00
On-Demand ETF	0.00	0.00	0.00
Online Retail ETF	0.00	0.00	0.00
Pet Care ETF	0.00	0.00	0.00
Russell 2000 Dividend Growers ETF	0.00	0.00	0.00
Russell U.S. Dividend Growers ETF	0.00	0.00	0.00
S&P 500® Dividend Aristocrats ETF	0.00	0.00	0.00
S&P 500® Ex-Energy ETF	0.00	0.00	0.00
S&P 500® Ex-Financials ETF	0.00	0.00	0.00
S&P 500® Ex-Health Care ETF	0.00	0.00	0.00
S&P 500® Ex-Technology ETF	0.00	0.00	0.00
S&P 500® High Income ETF	N/A	N/A	0.00
S&P Global Core Battery Metals ETF	0.00	0.00	0.00
S&P Kensho Cleantech ETF	0.00	0.00	0.00
S&P Kensho Smart Factories ETF	0.00	0.00	0.00

	Citi
Fund	2022	2023	2024
S&P MidCap 400 Dividend Aristocrats ETF	0.00	0.00	0.00
S&P Technology Dividend Aristocrats ETF	0.00	0.00	0.00
Short 20+ Year Treasury	6,006	4,667	1,486
Short 7-10 Year Treasury	1,076	1,263	252
Short Dow30℠	2,228	3,120	1,899
Short Financials	100	357	228
Short FTSE China 50	64	102	73
Short High Yield	931	3,570	1,566
Short MidCap400	98	159	86
Short MSCI EAFE	270	1,144	401
Short MSCI Emerging Markets	291	514	254
Short QQQ®	6,521	16,610	7,845
Short Real Estate	77	558	338
Short Russell2000	2,766	5,417	2,729
Short S&P500®	14,625	30,786	14,899
Short SmallCap600	45	167	115
Smart Materials ETF	0.00	0.00	0.00
Supply Chain Logistics ETF	0.00	0.00	0.00
Ultra 20+ Year Treasury	410	503	717
Ultra 7-10 Year Treasury	166	152	136
Ultra Communication Services	20	16	22
Ultra Consumer Discretionary	240	129	157
Ultra Consumer Staples	118	82	65
Ultra Dow30℠	3,930	3,903	3,673
Ultra Energy	1,813	1,654	1,168
Ultra Financials	7,291	6,173	5,880
Ultra FTSE China 50	156	124	98
Ultra FTSE Europe	43	42	43
Ultra Health Care	1,374	1,065	839
Ultra High Yield	170	117	142
Ultra Industrials	247	180	200
Ultra Materials	641	493	416
Ultra MidCap400	1,381	1,349	1,318
Ultra MSCI Brazil Capped	65	53	46
Ultra MSCI EAFE	109	102	93
Ultra MSCI Emerging Markets	474	222	163
Ultra MSCI Japan	67	61	86
Ultra Nasdaq Biotechnology	1,799	1,142	875
Ultra Nasdaq Cloud Computing	21	18	29
Ultra Nasdaq Cybersecurity	31	25	27
Ultra QQQ®	42,633	35,809	52,998
Ultra Real Estate	1,075	827	590
Ultra Russell2000	3,126	1,616	1,784
Ultra S&P500®	36,608	33,821	41,125
Ultra Semiconductors	2,660	1,834	4,523
Ultra SmallCap600	354	331	296

	Citi
Fund	2022	2023	2024
Ultra Technology	7,558	4,434	6,024
Ultra Utilities	191	168	100
UltraPro Dow30℠	7,596	6,800	6,109
UltraPro MidCap400	418	292	287
UltraPro QQQ®	130,717	135,451	191,443
UltraPro Russell2000	3,050	2,370	3,204
UltraPro S&P500®	24,820	24,820	28,191
UltraPro Short 20+ Year Treasury	1,757	4,265	929
UltraPro Short Dow30℠	3,330	6,487	4,214
UltraPro Short MidCap400	56	105	46
UltraPro Short QQQ®	18,269	52,220	37,377
UltraPro Short Russell2000	1,292	2,054	1,527
UltraPro Short S&P500®	5,134	13,982	8,536
UltraShort Materials	20	47	17
UltraShort 20+ Year Treasury	12,609	10,497	4,379
UltraShort 7-10 Year Treasury	731	740	244
UltraShort Consumer Discretionary	15	51	17
UltraShort Consumer Staples	9	29	12
UltraShort Dow30℠	886	1,347	830
UltraShort Energy	180	390	199
UltraShort Financials	114	216	190
UltraShort FTSE China 50	187	264	191
UltraShort FTSE Europe	155	1,150	451
UltraShort Health Care	15	34	14
UltraShort Industrials	20	33	24
UltraShort MidCap400	19	32	21
UltraShort MSCI Brazil Capped	122	174	84
UltraShort MSCI EAFE	12	55	16
UltraShort MSCI Emerging Markets	65	138	67
UltraShort MSCI Japan	39	68	47
UltraShort Nasdaq Biotechnology	73	75	45
UltraShort QQQ®	2,369	5,365	3,901
UltraShort Real Estate	147	644	504
UltraShort Russell2000	803	1,380	852
UltraShort S&P500®	5,647	11,247	7,744
UltraShort Semiconductors	31	98	69
UltraShort SmallCap600	28	50	29
UltraShort Technology	52	113	42
UltraShort Utilities	17	32	15

For each Fund that commenced operations during a fiscal year, the table above reflects amounts from inception through the end of the fiscal year.

CUSTODIAN, TRANSFER AGENT, AND INDEX RECEIPT AGENT

JPMorgan Chase Bank, N.A. (“JPMorgan”) also acts as Custodian, Transfer Agent, Index Receipt Agent to each Fund. JPMorgan is located at 4 MetroTech Center, Brooklyn, NY 11245.

The Custodian is responsible for safeguarding each Fund’s cash and securities, receiving and delivering securities, collecting each Fund’s interest and dividends, and performing certain administrative duties, all as directed by authorized persons. The Custodian is also responsible for the appointment and oversight of any sub-custodian banks and for providing reports regarding such sub-custodian banks and clearing agencies.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP (“PwC”) serves as independent registered public accounting firm and provides audit services, tax return preparation and assistance, and audit-related services in connection with certain SEC filings. PwC’s address is 41 South High Street, Suite 2500, Columbus, OH 43215.

LEGAL COUNSEL

Ropes & Gray LLP serves as counsel to each Fund. The firm’s address is Prudential Tower, 800 Boylston Street, Boston, MA 02199.

PRINCIPAL FINANCIAL OFFICER/TREASURER SERVICES

The Trust has entered into an agreement with ACA Group (“ACA”), pursuant to which ACA provides the Trust with the services of an individual to serve as the Trust’s Principal Financial Officer and Treasurer. Neither ACA nor the Treasurer have a role in determining the investment policies of the Trust or Funds, or which securities are to be purchased or sold by the Trust or a Fund. The Trust pays ACA an annual flat fee of $100,000 per year and an additional annual flat fee of $3,500 per Fund, and will reimburse ACA for certain out-of-pocket expenses incurred by ACA in providing services to the Trust. For the fiscal years ended May 31, 2022, May 31, 2023, and May 31, 2024, the Trust paid $386,997, $372,592 and $371,192, respectively, to ACA for services pursuant to its agreement. ACA is located at Three Canal Plaza, Suite 100, Portland, ME 04101.

SECURITIES LENDING AGENT

JPMorgan serves as the securities lending agent to the Trust. For the fiscal year ended May 31, 2024, the income, fees and compensation related to the securities lending activities of each Fund is set forth below.

Fund Name	Gross Income From Securities Lending Activities	Securities Lending Revenue Paid to Securities Lending Agent (“Revenue Split”)	Rebate (Paid to Borrower)	Aggregate Fees/ Compensation For Securities Lending Activities	Net Income From Securities Lending Activities
Big Data Refiners ETF	$12,128	$151	$11,121	$11,272	$856
DJ Brookfield Global Infrastructure ETF	147,106	9,891	80,964	90,856	56,250
Equities for Rising Rates ETF	1,724	167	614	781	943
Global Listed Private Equity ETF	1,025	149	32	181	844
Hedge Replication ETF	4	0	4	4	0
High Yield - Interest Rate Hedged	100,747	3,602	76,646	80,248	20,499
Investment Grade - Interest Rate Hedged	100,051	1,874	87,580	89,454	10,597
Large Cap Core Plus	9,729	470	6,566	7,036	2,693
Long Online/Short Stores ETF	51,742	1,475	41,869	43,344	8,398
Merger ETF	11,935	1,639	1,011	2,650	9,285

Fund Name	Gross Income From Securities Lending Activities	Securities Lending Revenue Paid to Securities Lending Agent (“Revenue Split”)	Rebate (Paid to Borrower)	Aggregate Fees/ Compensation For Securities Lending Activities	Net Income From Securities Lending Activities
Metaverse ETF	51,078	5,505	14,191	19,696	31,382
MSCI EAFE Dividend Growers ETF	34,251	1,214	26,165	27,378	6,873
MSCI Emerging Markets Dividend Growers ETF	607	91	0	91	516
MSCI Europe Dividend Growers ETF	6,772	204	4,783	4,987	1,785
Nanotechnology ETF	7,830	985	1,294	2,279	5,551
On Demand ETF	313	29	122	151	162
Online Retail ETF	279,903	8,213	224,999	233,212	46,691
Pet Care ETF	35,681	2,150	21,419	23,569	12,112
Russell 2000 Dividend Growers ETF	418,552	47,495	102,863	150,358	268,194
Russell U.S. Dividend Growers ETF	647	46	342	388	259
S&P 500® Dividend Aristocrats ETF	289,977	34,650	58,975	93,625	196,352
S&P 500® Ex-Energy ETF	1,291	95	653	749	542
S&P 500® Ex-Financials ETF	1,604	137	680	817	787
S&P 500® Ex-Health Care ETF	399	15	295	310	89
S&P 500® Ex-Technology ETF	1,677	126	825	951	726
S&P 500® High Income ETF	43	0	41	41	2
S&P Global Core Battery Metals ETF	2,265	143	1,300	1,443	822
S&P Kensho Cleantech ETF	50,173	3,053	29,333	32,386	17,787
S&P Kensho Smart Factories ETF	4,945	485	1,445	1,930	3,015
S&P MidCap 400® Dividend Aristocrats ETF	145,056	1,277	136,542	137,818	7,238
S&P Technology Dividend Aristocrats ETF	4,565	685	0	685	3,880
Smart Materials ETF	240	20	105	125	115
Supply Chain Logistics ETF	354	26	175	201	153
Ultra Communication Services	62	1	59	59	3
Ultra Consumer Discretionary	75	1	70	71	4
Ultra Dow30SM	15,315	1,952	2,300	4,252	11,063
Ultra Energy ETF	455	31	275	306	149
Ultra Financials	2,705	242	1,092	1,334	1,371
Ultra Health Care	9,057	1,155	1,356	2,511	6,546
Ultra Industrials	1,460	199	135	334	1,126
Ultra Materials	310	18	191	209	101
Ultra MidCap 400®	29,042	1,826	16,798	18,624	10,418
Ultra Nasdaq Biotechnology	95,540	9,894	29,517	39,412	56,128
Ultra Nasdaq Cloud Computing	610	8	556	564	46

Fund Name	Gross Income From Securities Lending Activities	Securities Lending Revenue Paid to Securities Lending Agent (“Revenue Split”)	Rebate (Paid to Borrower)	Aggregate Fees/ Compensation For Securities Lending Activities	Net Income From Securities Lending Activities
Ultra QQQ®	1,694,093	203,593	334,465	538,058	1,156,035
Ultra Russell2000	271,529	25,333	102,282	127,616	143,913
Ultra S&P500®	127,131	13,952	33,904	47,855	79,276
Ultra Semiconductors	19,414	592	15,455	16,048	3,366
Ultra SmallCap600	17,380	1,098	9,944	11,043	6,337
Ultra Technology	8,353	101	7,681	7,782	571
Ultra Utilities	14	2	0	2	12
UltraPro Dow30SM	22,860	2,911	3,453	6,364	16,496
UltraPro MidCap400	6,336	455	3,254	3,709	2,627
UltraPro QQQ®	3,496,193	419,166	697,505	1,116,670	2,379,523
UltraPro Russell2000	369,856	35,340	133,829	169,169	200,687
UltraPro S&P500®	69,347	7,454	19,639	27,093	42,254

A Fund does not pay any separate cash collateral management services fees, administrative fees, fees for indemnification or other fees not reflected above for securities lending activities. Earnings from cash collateral investments received by the securities lending agent are included in the Revenue Split.

DISTRIBUTOR

SEI Investments Distribution Co. (“SEI”) serves as the distributor and principal underwriter in all fifty states and the District of Columbia. SEI is located at One Freedom Valley Drive, Oaks, PA 19456. The Distributor has no role in determining the investment policies of the Trust or a Fund, or which securities are to be purchased or sold by the Trust or a Fund. For the fiscal years ended May 31, 2022, May 31, 2023, and May 31, 2024, ProShare Advisors paid $1,045,747.26, $937,549.84, and $1,110,455.04, respectively, to the Distributor as compensation for services.

DISTRIBUTION AND SERVICE PLAN

Shares will be continuously offered for sale by the Trust through the Distributor only in Creation Units, as described below under “Purchase and Issuance of Creation Units.” Shares in less than Creation Units are not distributed by the Distributor. The Distributor also acts as agent for the Trust. The Distributor will deliver a Prospectus to persons purchasing Shares in Creation Units and will maintain records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer registered under the 1934 Act and a member of the Financial Industry Regulatory Authority, Inc. The Distributor has no role in determining the investment policies of each Fund or which securities are to be purchased or sold by each Fund.

The Board has approved a Distribution and Service Plan under which each Fund may pay financial intermediaries such as broker-dealers and investment advisers (“Authorized Firms”) up to 0.25%, on an annualized basis, of average daily net assets of the Fund as reimbursement or compensation for distribution-related activities with respect to the Shares of the Fund and shareholder services. Under the Distribution and Service Plan, the Trust or the Distributor may enter into agreements (“Distribution and Service Agreements”) with Authorized Firms that purchase Shares on behalf of their clients.

The Distribution and Service Plan and Distribution and Service Agreements will remain in effect for a period of one year and will continue in effect thereafter only if such continuance is specifically approved annually by a vote of the Trustees. All material amendments of the Distribution and Service Plan must also be approved by the Board. The Distribution and Service Plan may be terminated at any time by a majority of the Board or by a vote of a majority of the outstanding Shares, as defined under the 1940 Act, of the affected

Fund. The Distribution and Service Agreements may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding Shares, as defined under the 1940 Act, of the affected Fund on not less than 60 days’ written notice to any other party to the Distribution and Service Agreements. The Distribution and Service Agreements shall terminate automatically if assigned. The Board has determined that, in its judgment, there is a reasonable likelihood that the Distribution and Service Plan will benefit each Fund and holders of Shares of each Fund. In the Board’s quarterly review of the Distribution and Service Plan and Distribution and Service Agreements, the Trustees will consider their continued appropriateness and the level of compensation and/or reimbursement provided therein.

The Distribution and Service Plan is intended to permit the financing of a broad array of distribution-related activities and services, as well as shareholder services, for the benefit of investors. These activities and services are intended to make the Shares an attractive investment alternative, which may lead to increased assets, increased investment opportunities and diversification, and reduced per share operating expenses. There are currently no plans to impose distribution fees.

OTHER MATTERS

COSTS AND EXPENSES All Funds other than the Unitary Fee Funds

Each Fund bears all expenses of its operations other than those assumed by ProShare Advisors or the Administrator. Fund expenses include but are not limited to: the investment advisory fee; management services fee; administrative fees, index receipt agent fees, principal financial officer/treasurer services fees; compliance service fees, anti-money laundering administration fees; custodian and accounting fees and expenses, legal and auditing fees; securities valuation expenses; fidelity bonds and other insurance premiums; expenses of preparing and printing prospectuses, proxy statements, and shareholder reports and notices; registration fees and expenses; proxy and annual meeting expenses, if any; licensing fees; listing fees; all federal, state, and local taxes (including, without limitation, stamp, excise, income, and franchise taxes); organizational costs; and Independent Trustees’ fees and expenses.

PAYMENTS TO THIRD PARTIES FROM THE ADVISOR

ProShare Advisors, from its own resources, including profits from advisory fees received from a Fund, provided such fees are legitimate and not excessive, may make payments to broker-dealers and other financial institutions for their services and expenses incurred in connection with the distribution and promotion of each Fund’s Shares. In this regard, ProShare Advisors or an affiliate of ProShare Advisors, may directly or indirectly make cash payments to certain broker-dealers for participating in activities that are designed to make registered representatives and other professionals more knowledgeable about exchange traded products, including a Fund, or for other activities, such as participation in marketing activities and presentations, educational training programs, conferences, the development of technology platforms and reporting systems.

ProShare Advisors has separate arrangements to make payments, other than for the educational programs and marketing activities described above, to Charles Schwab & Co., Inc. and Raymond James Financial Services, Inc. (the “Firms”). Pursuant to the arrangements with the Firms, the Firms agreed to promote certain ProShares ETFs to each Firm’s customers and not to charge certain of their customers any commissions when those customers purchase or sell shares of certain ProShares ETFs. These payments, which may be significant, are paid by ProShare Advisors from its own resources and not from the assets of a Fund.

BOOK ENTRY ONLY SYSTEM

The Depository Trust Company (“DTC”) acts as securities depositary for the Shares. The Shares of each Fund are represented by global securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC. Except as provided below, certificates will not be issued for Shares.

DTC has advised the Trust as follows: it is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the 1934 Act. DTC was created to hold securities of its participants (“DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the NYSE and the Financial Industry Regulatory Authority, Inc. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”). DTC agrees with and represents to DTC Participants that it will administer its book-entry system in accordance with its rules and by-laws and requirements of law. Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial owners”) is shown on, and the transfer of ownership is effected only through, records

maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial owners that are not DTC Participants). Beneficial owners will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability of certain investors to acquire beneficial interests in Shares.

Beneficial owners of Shares are not entitled to have Shares registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and are not considered the registered holder thereof. Accordingly, each Beneficial owner must rely on the procedures of DTC, the DTC Participant and any Indirect Participant through which such Beneficial owner holds its interests, to exercise any rights of a holder of Shares. The Trust understands that under existing industry practice, in the event the Trust requests any action of holders of Shares, or a Beneficial owner desires to take any action that DTC, as the record owner of all outstanding Shares, is entitled to take, DTC would authorize the DTC Participants to take such action and that the DTC Participants would authorize the Indirect Participants and Beneficial owners acting through such DTC Participants to take such action and would otherwise act upon the instructions of Beneficial owners owning through them. As described above, the Trust recognizes DTC or its nominee as the owner of all Shares for all purposes. Conveyance of all notices, statements and other communications to Beneficial owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of Shares holdings of each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.

Distributions of Shares shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants. The Trust has no responsibility or liability for any aspects of the records relating to or notices to Beneficial owners, or payments made on account of beneficial ownership interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial owners owning through such DTC Participants.

DTC may determine to discontinue providing its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall take action either to find a replacement for DTC to perform its functions at a comparable cost or, if such a replacement is unavailable, to issue and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange. In addition, certain brokers may make a dividend reinvestment service available to their clients. Brokers offering such services may require investors to adhere to specific procedures and timetables in order to participate. Investors interested in such a service should contact their broker for availability and other necessary details.

CODE OF ETHICS

The Trust, ProShare Advisors and the Distributor each have adopted a consolidated code of ethics (the “COE”), under Rule 17j-1 of the 1940 Act, which is reasonably designed to ensure that all acts, practices and courses of business engaged in by personnel of the Trust, ProShare Advisors and the Distributor reflect high standards of conduct and comply with the requirements of the federal securities laws. There can be no assurance that the COE will be effective in preventing deceptive, manipulative or fraudulent activities. The COE permits personnel subject to it to invest in securities, including securities that may be held or purchased by a Fund; however, such transactions are reported on a regular basis by ProShare Advisors’ personnel that are Access Persons. Access Persons, as the term is defined in the COE, subject to the COE are also required to report transactions in registered open-end investment companies advised or sub-advised by ProShare Advisors. The COE is on file with the SEC and is available to the public.

PROXY VOTING POLICY AND PROCEDURES

Background

The Board of Trustees has adopted policies and procedures with respect to voting proxies relating to portfolio securities of each Fund, pursuant to which the Board of Trustees has delegated responsibility for voting such proxies to ProShare Advisors subject to the Board’s continuing oversight.

Policies and Procedures

The Advisor’s proxy voting policies and procedures (the “Guidelines”) are reasonably designed to maximize shareholder value and protect shareholder interests when voting proxies. The Advisor’s Brokerage Allocation and Proxy Voting Committee (the “Proxy Committee”) exercises and documents the Advisor’s responsibilities with regard to voting of client proxies. The Proxy Committee is composed of employees of the Advisor. The Proxy Committee reviews and monitors the effectiveness of the Guidelines. To assist the Advisor in its responsibility for voting proxies and the overall proxy voting process, the Advisor has retained Institutional Shareholder Services (“ISS”) as an expert in the proxy voting and corporate governance area. The Proxy Committee reviews and, as necessary, may amend periodically the Guidelines to address new or revised proxy voting policies or procedures.

Information on how proxies were voted for portfolio securities for the 12-month (or shorter) period ended June 30 is available without charge, upon request, by calling the Advisor at 888-776-3637 or on the Trust’s website at proshares.com, or on the SEC’s website at http://www.sec.gov. See Appendix C for a copy of the proxy voting policy and procedures.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Trust has adopted a policy regarding the disclosure of information about each Fund’s portfolio holdings, which is reviewed on an annual basis. The Board of Trustees must approve all material amendments to this policy. Disclosure of the complete holdings of each Fund is required to be made quarterly within 60 days of the end of the Fund’s fiscal quarter on Form N-CSR(S) and in the monthly holdings report on Form N-PORT, with every third month made available to the public by the SEC 60 days after the end of each Fund’s fiscal quarter. You can find SEC filings on the SEC’s website, www.sec.gov. In addition, each Fund’s portfolio holdings will be publicly disseminated each day the Fund is open for business via the Fund’s website at proshares.com.

The portfolio composition file (“PCF”) and the IOPV file, which contain equivalent portfolio holdings information, will be made available as frequently as daily to each Fund’s service providers to facilitate the provision of services to each Fund and to certain other entities (“Entities”) in connection with the dissemination of information necessary for transactions in Creation Units, as contemplated by exemptive orders issued by the SEC and other legal and business requirements pursuant to which each Fund creates and redeems Shares. Entities are generally limited to National Securities Clearing Corporation (“NSCC”) members

and subscribers to various fee-based services, including large institutional investors (“Authorized Participants”) that have been authorized by the Distributor to purchase and redeem Creation Units and other institutional market participants that provide information services. Each business day, Fund portfolio holdings information will be provided to the Distributor or other agent for dissemination through the facilities of the NSCC and/or through other fee-based services to NSCC members and/or subscribers to the fee-based services, including Authorized Participants, and to entities that publish and/or analyze such information in connection with the process of purchasing or redeeming Creation Units or trading Shares of Funds in the secondary market.

Daily access to the PCF and IOPV file is permitted (i) to certain personnel of those service providers that are involved in portfolio management and providing administrative, operational, or other support to portfolio management, including Authorized Participants, and (ii) to other personnel of ProShare Advisors and each Fund’s distributor, administrator, custodian and fund accountant who are involved in functions which may require such information to conduct business in the ordinary course.

Portfolio holdings information may not be provided prior to its public availability (“Non-Standard Disclosure”) in other circumstances except where appropriate confidentiality arrangements limiting the use of such information are in effect. Non-Standard Disclosure may be authorized by the Trust’s CCO or, in his absence, any other authorized officer of the Trust if he determines that such disclosure is in the best interests of the Fund’s shareholders, no conflict exists between the interests of the Fund’s shareholders and those of ProShare Advisors or the Distributor and such disclosure serves a legitimate business purpose, and measures discussed in the previous paragraph regarding confidentiality are satisfied. The lag time between the date of the information and the date on which the information is disclosed shall be determined by the officer authorizing the disclosure. The CCO is responsible for ensuring that portfolio holdings disclosures are made in accordance with this Policy.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to the general supervision by the Board, ProShare Advisors is responsible for decisions to buy and sell securities and derivatives for each Fund and the selection of brokers and dealers to effect transactions. Purchases from dealers serving as market makers may include a dealer’s mark-up or reflect a dealer’s mark-down. Purchases and sales of U.S. government securities are normally transacted through issuers, underwriters or major dealers in U.S. government securities acting as principals. Such transactions, along with other fixed income securities transactions, are made on a net basis and do not typically involve payment of brokerage commissions. The cost of securities purchased from an underwriter usually includes a commission paid by the issuer to the underwriters; transactions with dealers normally reflect the spread between bid and asked prices; and transactions involving baskets of equity securities typically include brokerage commissions. As an alternative to directly purchasing securities, ProShare Advisors may find efficiencies and cost savings by purchasing futures or using other derivative instruments like total return swaps or forward contracts. ProShare Advisors may also choose to cross-trade securities between clients to save costs where allowed under applicable law.

The policy for each Fund regarding purchases and sales of securities is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the policy is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. ProShare Advisors believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude the Fund and ProShare Advisors from obtaining a high quality of brokerage and execution services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, ProShare Advisors relies upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and execution services received from the broker. Such determinations are necessarily subjective and imprecise, as in most cases an exact dollar value for those services is not ascertainable. In addition to commission rates, when selecting a broker for a particular transaction ProShare Advisors considers but is not limited to the following efficiency factors: the broker’s availability, willingness

to commit capital, reputation and integrity, facilities reliability, access to research, execution capacity and responsiveness.

ProShare Advisors may give consideration to placing portfolio transactions with those brokers and dealers that also furnish research and other execution related services to the Fund or ProShare Advisors. Such services may include, but are not limited to, any one or more of the following: information as to the availability of securities for purchase or sale; statistical or factual information or opinions pertaining to investment; information about market conditions generally; equipment that facilitates and improves trade execution; and appraisals or evaluations of portfolio securities.

For purchases and sales of derivatives (i.e., financial instruments whose value is derived from the value of an underlying asset, interest rate or index) ProShare Advisors evaluates counterparties on the following factors: reputation and financial strength; execution prices; commission costs; ability to handle complex orders; ability to give prompt and full execution, including the ability to handle difficult trades; accuracy of reports and confirmations provided; reliability, type and quality of research provided; financing costs and other associated costs related to the transaction; and whether the total cost or proceeds in each transaction is the most favorable under the circumstances.

Consistent with a Fund’s investment objective, ProShare Advisors may enter into guarantee close agreements with certain brokers. In all such cases, the agreement calls for the execution price at least to match the closing price of the security. In some cases, depending upon the circumstances, the broker may obtain a price that is better than the closing price and which under the agreement provides additional benefits to clients. ProShare Advisors will generally distribute such benefits pro rata to applicable client trades. In addition, ProShare Advisors, any of its affiliates or employees and each Fund have a policy not to enter into any agreement or other understanding—whether written or oral—under which brokerage transactions or remuneration are directed to a broker to pay for distribution of a Fund’s shares.

BROKERAGE COMMISSIONS

A Fund may experience substantial differences in brokerage commissions from year to year. High portfolio turnover and correspondingly greater brokerage commissions, to a great extent, depend on the purchase, redemption, and exchange activity of a Fund’s investors, as well as each Fund’s investment objective and strategies.

The brokerage commissions paid for the fiscal years ended May 31, 2022, May 31, 2023, and May 31, 2024 for each Fund that was operational as of each date are set forth below.

Fund	Commissions Paid During Fiscal Year Ended May 31, 2022	Commissions Paid During Fiscal Year Ended May 31, 2023	Commissions Paid During Fiscal Year Ended May 31, 2024	Aggregate Total
Big Data Refiners ETF	$731.68 1	$231.43	$361.99	$1,325.10
Decline of the Retail Store ETF	$0.00	$0.00	$0.00	$0.00
DJ Brookfield Global Infrastructure ETF	$3,962.83	$6,542.13	$4,420.11	$14,925.07
Equities for Rising Rates ETF	$8,487.98	$16,573.66	$10,563.82	$35,625.46
Global Listed Private Equity ETF	$2,583.35	$553.70	$611.95	$3,749.00
Hedge Replication ETF	$3,566.81	$2,886.15	$1,946.11	$8,399.07
High Yield—Interest Rate Hedged	$17,756.10	$15,780.91	$14,218.28	$47,755.29
Inflation Expectations ETF	$8,397.50	$0.00	$0.00	$8,397.50
Investment Grade—Interest Rate Hedged	$96,841.92	$56,410.22	$41,820.87	$195,073.01
K-1 Free Crude Oil ETF	$30,755.66	$28,689.32	$45,363.67	$104,808.65
Large Cap Core Plus	$61,108.27	$52,922.85	$54,924.34	$168,955.46
Long Online/Short Stores ETF	$8,374.50	$3,805.62	$3,897.69	$16,077.81
Merger ETF	$30,787.93	$9,276.74	$6,284.22	$46,348.89

Fund	Commissions Paid During Fiscal Year Ended May 31, 2022	Commissions Paid During Fiscal Year Ended May 31, 2023	Commissions Paid During Fiscal Year Ended May 31, 2024	Aggregate Total
Metaverse ETF	$409.82 3	$987.12	$793.81	$2,190.75
MSCI EAFE Dividend Growers ETF	$23,381.20	$9,677.27	$12,631.50	$45,689.97
MSCI Emerging Markets Dividend Growers ETF	$21,679.00	$18,320.70	$20,752.71	$60,752.41
MSCI Europe Dividend Growers ETF	$2,018.10	$761.80	$1,031.96	$3,811.86
MSCI Transformational Changes ETF	$4,602.39	$2,713.20	$1,760.76	$9,076.35
Nanotechnology ETF	$1,015.04 2	$292.68	$695.79	$2,003.51
Nasdaq-100 Dorsey Wright Momentum ETF	$8,763.67	$4,739.16	$3,458.50	$16,961.33
Nasdaq-100 High Income ETF	N/A	N/A	$2,248.06 7	$2,248.06
On-Demand ETF	$1,256.92 2	$188.58	$74.21	$1,519.71
Online Retail ETF	$118,249.26	$40,520.74	$19,066.41	$177,833.41
Pet Care ETF	$50,850.94	$13,115.10	$19,561.26	$83,527.30
Russell 2000 Dividend Growers ETF	$120,179.54	$65,851.72	$83,485.27	$269,516.53
Russell U.S. Dividend Growers ETF	$1,122.69	$617.47	$499.87	$2,240.03
S&P 500® Dividend Aristocrats ETF	$512,311.65	$563,956.23	$572,082.13	$1,648,350.01
S&P 500® Ex-Energy ETF	$171.67	$279.46	$379.82	$830.95
S&P 500® Ex-Financials ETF	$58.48	$300.98	$444.45	$803.91
S&P 500® Ex-Health Care ETF	$29.91	$100.99	$171.41	$302.31
S&P 500® Ex-Technology ETF	$87.71	$231.39	$834.08	$1,153.18
S&P 500® High Income ETF	N/A	N/A	$14,541.28 6	$14,541.28
S&P Global Core Battery Metals ETF	N/A	$1,902.72 5	$1,539.85	$3,442.57
S&P Kensho Cleantech ETF	$832.88 1	$527.95	$443.69	$1,804.52
S&P Kensho Smart Factories ETF	$773.88 1	$245.04	$68.53	$1,087.45
S&P MidCap 400 Dividend Aristocrats ETF	$85,812.98	$96,940.33	$138,811.76	$321,565.07
S&P Technology Dividend Aristocrats ETF	$7,661.75	$9,339.83	$12,990.61	$29,992.19
Short 20+ Year Treasury	$4,821.96	$4,940.46	$992.25	$10,754.67
Short 7-10 Year Treasury	$161.52	$208.67	$273.00	$643.19
Short Dow30SM	$4,156.17	$4,490.80	$2,693.60	$11,340.57
Short Financials	$0.00	$0.00	$0.00	$0.00
Short FTSE China 50	$0.00	$0.00	$0.00	$0.00
Short High Yield	$0.00	$0.00	$0.00	$0.00
Short MidCap400	$120.15	$80.20	$40.74	$241.09
Short MSCI EAFE	$0.00	$0.00	$0.00	$0.00
Short MSCI Emerging Markets	$0.00	$0.00	$0.00	$0.00
Short QQQ®	$7,262.20	$14,920.35	$6,749.16	$28,931.71
Short Real Estate	$0.00	$0.00	$0.00	$0.00
Short Russell2000	$7,108.76	$12,467.73	$6,846.43	$26,422.92
Short S&P500®	$13,933.55	$22,584.45	$11,938.72	$48,456.72
Short SmallCap600	$0.00	$0.00	$0.00	$0.00
Smart Materials ETF	$2,535.20	$365.95	$263.83	$3,164.98
Supply Chain Logistics ETF	$1,187.80 4	$153.59	$194.95	$1,536.34
Ultra 20+ Year Treasury	$4,165.77	$205.31	$291.06	$4,662.14
Ultra 7-10 Year Treasury	$4,176.62	$34.03	$103.74	$4,314.39
Ultra Communication Services	$155.56	$367.15	$1,446.13	$1,968.84
Ultra Consumer Discretionary	$3,217.90	$1,712.79	$1,715.35	$6,646.04

Fund	Commissions Paid During Fiscal Year Ended May 31, 2022	Commissions Paid During Fiscal Year Ended May 31, 2023	Commissions Paid During Fiscal Year Ended May 31, 2024	Aggregate Total
Ultra Consumer Staples	$3,801.75	$1,097.88	$509.56	$5,409.19
Ultra Dow30SM	$43,004.46	$27,207.45	$28,677.73	$98,889.64
Ultra Energy	$19,076.34	$19,606.51	$5,295.02	$43,977.87
Ultra Financials	$160,689.39	$57,397.10	$215,907.45	$433,993.94
Ultra FTSE China 50	$0.00	$0.00	$0.00	$0.00
Ultra FTSE Europe	$0.00	$0.00	$0.00	$0.00
Ultra Health Care	$34,689.18	$6,543.55	$1,130.71	$42,363.44
Ultra High Yield	$0.00	$0.00	$0.00	$0.00
Ultra Industrials	$5,093.55	$2,488.76	$1,458.76	$9,041.07
Ultra Materials	$1,687.09	$3,682.11	$1,002.63	$6,371.83
Ultra MidCap400	$19,884.48	$12,996.97	$8,962.28	$41,843.73
Ultra MSCI Brazil Capped	$0.00	$0.00	$0.00	$0.00
Ultra MSCI EAFE	$0.00	$0.00	$0.00	$0.00
Ultra MSCI Emerging Markets	$0.00	$0.00	$0.00	$0.00
Ultra MSCI Japan	$4,937.10	$604.50	$0.00	$5,541.60
Ultra Nasdaq Biotechnology	$19,349.41	$5,700.91	$5,337.84	$30,388.16
Ultra Nasdaq Cloud Computing	$339.87	$268.27	$396.85	$1,004.99
Ultra Nasdaq Cybersecurity	$12.01	$24.51	$0.00	$36.52
Ultra QQQ®	$936,604.00	$350,799.73	$531,320.03	$1,818,723.76
Ultra Real Estate	$6,747.19	$7,511.14	$3,000.70	$17,259.03
Ultra Russell2000	$93,179.01	$25,052.35	$22,170.52	$140,401.88
Ultra S&P500®	$569,681.57	$237,018.57	$351,892.28	$1,158,592.42
Ultra Semiconductors	$70,980.66	$22,914.10	$96,927.53	$190,822.29
Ultra SmallCap600	$2,933.23	$2,126.62	$2,120.97	$7,180.82
Ultra Technology	$129,151.83	$48,106.55	$33,018.41	$210,276.79
Ultra Utilities	$1,425.11	$1,736.26	$950.21	$4,111.58
UltraPro Dow30SM	$202,061.23	$92,224.96	$105,829.49	$400,115.68
UltraPro MidCap400	$12,716.79	$4,792.26	$2,877.49	$20,386.54
UltraPro QQQ®	$4,947,249.65	$3,339,316.43	$2,371,583.42	$10,658,149.50
UltraPro Russell2000	$149,472.44	$50,430.87	$284,352.34	$484,255.65
UltraPro S&P500®	$731,864.82	$259,219.19	$265,859.68	$1,256,943.69
UltraPro Short 20+ Year Treasury	$3,009.68	$7,709.24	$604.80	$11,323.72
UltraPro Short Dow30SM	$12,276.79	$17,747.60	$8,886.35	$38,910.74
UltraPro Short MidCap400	$66.95	$69.85	$17.22	$154.02
UltraPro Short QQQ®	$42,548.47	$82,977.65	$46,899.09	$172,425.21
UltraPro Short Russell2000	$8,646.75	$13,516.50	$7,274.81	$29,438.06
UltraPro Short S&P500®	$8,853.45	$21,170.20	$9,249.76	$39,273.41
UltraShort 20+ Year Treasury	$15,731.00	$14,111.11	$2,984.31	$32,826.42
UltraShort 7-10 Year Treasury	$246.42	$112.61	$232.96	$591.99
UltraShort Consumer Discretionary	$0.00	$0.00	$0.00	$0.00
UltraShort Consumer Staples	$0.00	$0.00	$0.00	$0.00
UltraShort Dow30SM	$2,692.28	$3,141.40	$1,344.40	$7,178.08
UltraShort Energy	$0.00	$0.00	$0.00	$0.00
UltraShort Financials	$0.00	$0.00	$0.00	$0.00

Fund	Commissions Paid During Fiscal Year Ended May 31, 2022	Commissions Paid During Fiscal Year Ended May 31, 2023	Commissions Paid During Fiscal Year Ended May 31, 2024	Aggregate Total
UltraShort FTSE China 50	$0.00	$0.00	$0.00	$0.00
UltraShort FTSE Europe	$0.00	$0.00	$0.00	$0.00
UltraShort Health Care	$0.00	$0.00	$0.00	$0.00
UltraShort Industrials	$0.00	$0.00	$0.00	$0.00
UltraShort Materials	$0.00	$0.00	$0.00	$0.00
UltraShort MidCap400	$26.00	$20.60	$15.12	$61.72
UltraShort MSCI Brazil Capped	$0.00	$0.00	$0.00	$0.00
UltraShort MSCI EAFE	$0.00	$0.00	$0.00	$0.00
UltraShort MSCI Emerging Markets	$0.00	$0.00	$0.00	$0.00
UltraShort MSCI Japan	$0.00	$0.00	$0.00	$0.00
UltraShort Nasdaq Biotechnology	$0.00	$0.00	$0.00	$0.00
UltraShort QQQ	$3,205.40	$8,138.95	$4,789.43	$16,133.78
UltraShort Real Estate	$0.00	$0.00	$0.00	$0.00
UltraShort Russell2000	$3,859.10	$5,052.65	$3,009.64	$11,921.39
UltraShort S&P500®	$7,778.25	$13,019.65	$6,487.42	$27,285.32
UltraShort Semiconductors	$0.00	$0.00	$0.00	$0.00
UltraShort SmallCap600	$0.00	$0.00	$0.00	$0.00
UltraShort Technology	$0.00	$0.00	$0.00	$0.00
UltraShort Utilities	$0.00	$0.00	$0.00	$0.00

Period from September 29, 2021, commencement of operations, through May 31, 2022.

Period from October 26, 2021, commencement of operations, through May 31, 2022.

Period from March 15, 2022 commencement of operations, through May 31, 2022.

Period from April 6, 2022 commencement of operations, through May 31, 2022.

Period from November 29, 2022 commencement of operations through May 31, 2023

Period from December 18, 2023 commencement of operations through May 31, 2024.

Period from March 18, 2024 commencement of operations through May 31, 2024.

SECURITIES OF REGULAR BROKER-DEALERS

Each Fund is required to identify any securities of its “regular brokers and dealers” (as such term is defined in the 1940 Act) which they may hold at the close of their most recent fiscal year. “Regular brokers or dealers” of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trust’s portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar amounts of the Trust’s Shares.

During the fiscal year ended May 31, 2024, each of the following Funds were operational during that period and held securities of regular brokers or dealers to the Trust:

Fund	Broker-Dealer	Dollar Amount of Holdings
Equities for Rising Rates ETF	JPMorgan Chase & Co.	$338,797
High Yield-Interest Rate Hedged	Jane Street Capital, LLC	$508,871
Investment Grade–Interest Rate Hedged	Bank of America Corp.	$8,082,556
	Citigroup, Inc.	$6,642,690

Fund	Broker-Dealer	Dollar Amount of Holdings
	Goldman Sachs & Co.	$8,580,768
	JPMorgan Chase & Co.	$8,480,009
Large Cap Core Plus	JPMorgan Chase & Co.	$2,944,214
	Merrill Lynch, Pierce, Fenner & Smith Inc.	$1,291,077
S&P 500® Ex-Energy ETF	Bank of America Corp.	$328,358
	Goldman Sachs & Co.	$177,586
	JPMorgan Chase & Co.	$698,466
S&P 500® Ex-Health Care ETF	Bank of America Corp.	$146,723
	JPMorgan Chase & Co.	$312,050
S&P 500® Ex-Technology ETF	Bank of America Corp.	$471,682
	Goldman Sachs & Co.	$255,195
	JPMorgan Chase & Co.	$1,003,626
S&P 500® High Income ETF	Bank of America Corp.	$791,402
	JPMorgan Chase & Co.	$1,683,855
Ultra Dow30SM	Goldman Sachs & Co.	$21,068,855
	JPMorgan Chase & Co.	$9,351,780
Ultra Financials	JPMorgan Chase & Co.	$42,353,317
Ultra S&P500®	JPMorgan Chase & Co.	$48,895,024
UltraPro Dow30SM	JPMorgan Chase & Co.	$15,395,017
UltraPro S&P500®	Citigroup, Inc.	$5,613,819
	JPMorgan Chase & Co.	$27,741,668

ORGANIZATION AND DESCRIPTION OF SHARES OF BENEFICIAL INTEREST

The Trust is a Delaware statutory trust and registered investment company. The Trust was organized on May 29, 2002, and has authorized capital of unlimited Shares of beneficial interest of no par value which may be issued in more than one class or series. Currently, the Trust consists of multiple separately managed series. The Board of Trustees may designate additional series of beneficial interest and classify Shares of a particular series into one or more classes of that series.

All Shares of the Trust are freely transferable. The Shares do not have preemptive rights or cumulative voting rights, and none of the Shares have any preference to conversion, exchange, dividends, retirements, liquidation, redemption or any other feature. Shares have equal voting rights, except that, in a matter affecting a particular series or class of Shares, only Shares of that series or class may be entitled to vote on the matter. Trust shareholders are entitled to require the Trust to redeem Creation Units of their Shares. The Declaration of Trust confers upon the Board of Trustees the power, by resolution, to alter the number of Shares constituting a Creation Unit or to specify that Shares may be individually redeemable. The Trust reserves the right to adjust the stock prices of Shares to maintain convenient trading ranges for investors. Any such adjustments would be accomplished through stock splits or reverse stock splits which would have no effect on the net assets of the applicable Fund.

Under Delaware law, the Trust is not required to hold an annual shareholders meeting if the 1940 Act does not require such a meeting. Generally, there will not be annual meetings of Trust shareholders. Trust shareholders may remove Trustees from office by votes cast at a meeting of Trust shareholders or by written consent. If requested by shareholders of at least 10% of the outstanding Shares of the Trust, the Trust will call a meeting of a Fund’s shareholders for the purpose of voting upon the question of removal of a Trustee of the Trust and will assist in communications with other Trust shareholders.

The Declaration of Trust of the Trust disclaims liability of the shareholders or the Officers of the Trust for acts or obligations of the Trust which are binding only on the assets and property of the Trust. The

Declaration of Trust provides for indemnification of the Trust’s property for all loss and expense of a Fund’s shareholder held personally liable for the obligations of the Trust. The risk of a Trust shareholder incurring financial loss on account of shareholder liability is limited to circumstances where a Fund would not be able to meet the Trust’s obligations and this risk, thus, should be considered remote.

If a Fund does not grow to a size to permit it to be economically viable, the Fund may cease operations. In such an event, investors may be required to liquidate or transfer their investments at an inopportune time.

PURCHASE AND REDEMPTION OF SHARES

The Trust issues and redeems Shares only in aggregations of Creation Units. The Creation Unit size and the value of a Creation Unit at inception for each Fund is set forth below.

Fund Name	Creation Unit Size	Value of Creation Unit at inception
Big Data Refiners ETF	25,000	$1,000,000
Decline of the Retail Store ETF	10,000	$10,000,000
DJ Brookfield Global Infrastructure ETF	10,000	$2,000,000
Equities for Rising Rates ETF	10,000	$1,000,000
Global Listed Private Equity ETF	10,000	$2,000,000
Hedge Replication ETF	10,000	$2,000,000
High Yield—Interest Rate Hedged	25,000	$4,000,000
Inflation Expectations ETF	10,000	$2,000,000
Investment Grade—Interest Rate Hedged	25,000	$4,000,000
K-1 Free Crude Oil ETF	25,000	$1,000,000
Large Cap Core Plus	10,000	$2,000,000
Long Online/Short Stores ETF	10,000	$10,000,000
Merger ETF	25,000	$2,000,000
Metaverse ETF	10,000	$400,000
MSCI EAFE Dividend Growers ETF	10,000	$2,000,000
MSCI Emerging Markets Dividend Growers ETF	10,000	$1,000,000
MSCI Europe Dividend Growers ETF	10,000	$4,000,000
MSCI Transformational Changes ETF	25,000	$1,000,000
Nanotechnology ETF	25,000	$1,000,000
Nasdaq-100 Dorsey Wright Momentum ETF	10,000	$400,000
Nasdaq-100 High Income ETF	10,000	$4,000,000
On-Demand ETF	25,000	$1,000,000
Online Retail ETF	10,000	$1,000,000
Pet Care ETF	25,000	$1,000,000
Russell 2000 Dividend Growers ETF	10,000	$1,000,000
Russell U.S. Dividend Growers ETF	10,000	$5,250,000
S&P 500® Dividend Aristocrats ETF	50,000	$2,000,000
S&P Global Core Battery Metals ETF	25,000	$1,000,000
S&P 500® Ex-Energy ETF	10,000	$4,000,000
S&P 500® Ex-Financials ETF	10,000	$4,000,000
S&P 500® Ex-Health Care ETF	10,000	$4,000,000
S&P 500® Ex-Technology ETF	10,000	$4,000,000
S&P 500® High Income ETF	10,000	$4,000,000
S&P Kensho Cleantech ETF	25,000	$1,000,000

Fund Name	Creation Unit Size	Value of Creation Unit at inception
S&P Kensho Smart Factories ETF	25,000	$1,000,000
S&P MidCap 400 Dividend Aristocrats ETF	10,000	$1,000,000
S&P Technology Dividend Aristocrats ETF	10,000	$5,250,000
Short 7-10 Year Treasury	25,000	$1,000,000
Short 20+ Year Treasury	50,000	$2,500,000
Short Dow30SM	50,000	$5,250,000
Short Financials	50,000	$5,250,000
Short FTSE China 50	50,000	$2,500,000
Short High Yield	50,000	$4,000,000
Short MidCap400	25,000	$5,250,000
Short MSCI EAFE	50,000	$5,250,000
Short MSCI Emerging Markets	50,000	$5,250,000
Short QQQ®	50,000	$5,250,000
Short Real Estate	25,000	$2,500,000
Short Russell2000	50,000	$5,250,000
Short S&P500®	25,000	$5,250,000
Short SmallCap600	10,000	$5,250,000
Smart Materials ETF	25,000	$1,000,000
Supply Chain Logistics ETF	25,000	$1,000,000
Ultra 7-10 Year Treasury	10,000	$3,500,000
Ultra 20+ Year Treasury	25,000	$3,500,000
Ultra Communication Services	10,000	$5,250,000
Ultra Consumer Discretionary	10,000	$5,250,000
Ultra Consumer Staples	10,000	$5,250,000
Ultra Dow30SM	50,000	$5,250,000
Ultra Energy	50,000	$5,250,000
Ultra Financials	50,000	$5,250,000
Ultra FTSE China 50	10,000	$3,000,000
Ultra FTSE Europe	10,000	$1,500,000
Ultra Health Care	10,000	$5,250,000
Ultra High Yield	10,000	$2,000,000
Ultra Industrials	10,000	$5,250,000
Ultra Materials	25,000	$5,250,000
Ultra MidCap400	50,000	$5,250,000
Ultra MSCI Brazil Capped	10,000	$1,500,000
Ultra MSCI EAFE	10,000	$3,000,000
Ultra MSCI Emerging Markets	25,000	$3,000,000
Ultra MSCI Japan	10,000	$3,000,000
Ultra Nasdaq Biotechnology	25,000	$3,000,000
Ultra Nasdaq Cloud Computing	10,000	$1,000.000
Ultra Nasdaq Cybersecurity	10,000	$1,000,000
Ultra QQQ®	50,000	$5,250,000
Ultra Real Estate	25,000	$5,250,000
Ultra Russell2000	50,000	$5,250,000
Ultra S&P500®	50,000	$5,250,000

Fund Name	Creation Unit Size	Value of Creation Unit at inception
Ultra Semiconductors	10,000	$5,250,000
Ultra SmallCap600	10,000	$5,250,000
Ultra Technology	10,000	$5,250,000
Ultra Utilities	10,000	$5,250,000
UltraPro Dow30SM	50,000	$4,000,000
UltraPro MidCap400	10,000	$4,000,000
UltraPro QQQ®	50,000	$4,000,000
UltraPro Russell2000	50,000	$4,000,000
UltraPro S&P500®	50,000	$4,000,000
UltraPro Short 20+ Year Treasury	50,000	$1,250,000
UltraPro Short Dow30SM	50,000	$4,000,000
UltraPro Short MidCap400	10,000	$4,000,000
UltraPro Short QQQ®	50,000	$4,000,000
UltraPro Short Russell2000	50,000	$4,000,000
UltraPro Short S&P500®	50,000	$4,000,000
UltraShort 7-10 Year Treasury	50,000	$5,250,000
UltraShort 20+ Year Treasury	50,000	$5,250,000
UltraShort Consumer Discretionary	10,000	$5,250,000
UltraShort Consumer Staples	10,000	$5,250,000
UltraShort Dow30SM	50,000	$5,250,000
UltraShort Energy	50,000	$5,250,000
UltraShort Financials	25,000	$5,250,000
UltraShort FTSE China 50	50,000	$5,250,000
UltraShort FTSE Europe	25,000	$2,000,000
UltraShort Health Care	10,000	$5,250,000
UltraShort Industrials	10,000	$5,250,000
UltraShort Materials	25,000	$5,250,000
UltraShort MidCap400	25,000	$5,250,000
UltraShort MSCI Brazil Capped	25,000	$3,000,000
UltraShort MSCI EAFE	25,000	$5,250,000
UltraShort MSCI Emerging Markets	10,000	$5,250,000
UltraShort MSCI Japan	10,000	$5,250,000
UltraShort Nasdaq Biotechnology	25,000	$3,000,000
UltraShort QQQ®	50,000	$5,250,000
UltraShort Real Estate	25,000	$5,250,000
UltraShort Russell2000	50,000	$5,250,000
UltraShort S&P500®	50,000	$5,250,000
UltraShort Semiconductors	10,000	$5,250,000
UltraShort SmallCap600	10,000	$5,250,000
UltraShort Technology	10,000	$5,250,000
UltraShort Utilities	10,000	$5,250,000

The Board of Trustees of the Trust reserves the right to declare a split or a consolidation in the number of Shares outstanding of a Fund, and may make a corresponding change in the number of Shares constituting a Creation Unit, in the event that the per Share price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the Board.

Purchase and Issuance of Creation Units

The Trust issues and sells Shares only in Creation Units on a continuous basis through the Distributor, without a sales load, at their NAV next determined after receipt, on any Business Day (as defined herein), of an irrevocable order in proper form.

A “Business Day” with respect to each Fund is any day on which the Exchange upon which it is listed is open for business.

Creation Units of Shares may be purchased only by or through a DTC Participant that has entered into an Authorized Participant Agreement with the Distributor. Such Authorized Participant will agree pursuant to the terms of such Authorized Participant Agreement on behalf of itself or any investor on whose behalf it will act, as the case may be, to certain conditions, including that such Authorized Participant will make available an amount of cash sufficient to pay the Balancing Amount, defined below, and the Transaction Fee, described below in “Transaction Fees”. The Authorized Participant may require the investor to enter into an agreement with such Authorized Participant with respect to certain matters, including payment of the Balancing Amount. Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that their particular broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement, and that therefore orders to purchase Creation Units may have to be placed by the investor’s broker through an Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional charges to such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants.

As described below, at the discretion of ProShare Advisors, each Fund may, at times, only accept in-kind purchase orders from Authorized Participants.

Portfolio Deposit

The consideration for purchase of a Creation Unit of a Fund may, at the discretion of ProShare Advisors, consist of the in-kind deposit of a designated portfolio of securities (“Deposit Securities”) constituting a representation of the index for the Fund, the Balancing Amount, and the appropriate Transaction Fee (collectively, the “Portfolio Deposit”). The “Balancing Amount” will be the amount equal to the differential, if any, between the total aggregate market value of the Deposit Securities (or in the case of redemptions, the total aggregate market value of the Fund Securities as defined below) and the NAV of the Creation Units being purchased and will be paid to, or received from, the Trust after the NAV has been calculated. ProShare Advisors may restrict purchases of Creation Units to be on an in-kind basis at any time and without prior notice, in all cases at ProShare Advisors’ discretion.

The Index Receipt Agent makes available through the NSCC on each Business Day, either immediately prior to the opening of business on the Exchange or the night before, the list of the names and the required number of shares of each Deposit Security to be included in the current Portfolio Deposit (based on information at the end of the previous Business Day) for each applicable Fund. Such Portfolio Deposit is applicable, subject to any adjustments as described below, in order to effect purchases of Creation Units of Shares of such Fund until the next-announced Portfolio Deposit composition is made available.

The identity and number of shares of the Deposit Securities required for a Portfolio Deposit for each Fund changes as rebalancing adjustments and corporate action events are reflected from time to time by ProShare Advisors with a view to the investment objective of the applicable Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the securities constituting the relevant securities index, as applicable. The adjustments described above will reflect changes, known to ProShare Advisors on the date of announcement to be in effect by the time of delivery of the Portfolio Deposit, in the composition of the subject index being tracked by the relevant Fund, as applicable, or resulting from stock splits and other corporate actions. In addition, the Trust reserves the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to be added to the Balancing Amount to replace any Deposit Security which may not be available in sufficient quantity for

delivery or for other similar reasons. A Transaction Fee may be assessed on any “cash in lieu” amounts, as further described below under “Transaction Fees.” For the High Yield—Interest Rate Hedged and the Investment Grade—Interest Rate Hedged, a minimum of 70% of the Deposit Securities must be delivered, unless such purchase is made on a cash-only basis.

In addition to the list of names and numbers of securities constituting the current Deposit Securities of a Portfolio Deposit, on each Business Day, the Balancing Amount effective through and including the previous Business Day, per outstanding Share of each applicable Fund, will be made available.

Shares may be issued in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below, in the sole discretion of the Trust or ProShare Advisors. In these circumstances, the initial deposit may have a greater value than the NAV of the Shares on the date the order is placed in proper form because, in addition to the available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Balancing Amount, plus (ii) up to 115% of the market value of the undelivered Deposit Securities (the “Additional Cash Deposit”). Additional amounts of cash may be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount up to 115% of the daily mark-to-market value of the missing Deposit Securities. Authorized Participants will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Distributor plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or any sub-custodian or purchased by the Trust and deposited into the Trust. In addition, a Transaction Fee, as described below, will be charged in all cases. The delivery of Shares so purchased will occur no later than the Settlement Date, which is typically the second Business Day following the day on which the purchase order is deemed received by the Distributor.

Orders must be transmitted by an Authorized Participant by telephone, online portal or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Authorized Participant Agreement, as described below, which procedures may change from time to time without notice at the discretion of the Trust or ProShare Advisors. Economic or market disruptions or changes, or telephone or other communication failure, may impede the ability to reach the Distributor or an Authorized Participant.

All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.

Cash Purchase Amount

Creation Units of each Fund may, at the discretion of ProShare Advisors, be sold for cash (the “Cash Purchase Amount”) when cash purchases of Creation Units are available or specified for a Fund, they will be effective in essentially the same manner as in kind purchases. Creation Units are sold at their NAV plus a Transaction Fee, as described below. ProShare Advisors may also restrict purchases of Creation Units to be on a cash-only basis at any time and without prior notice, in all cases at ProShare Advisors’ discretion.

Purchase and Redemption Cut-Off Times

An Authorized Participant may place an order to purchase or redeem Creation Units (i) through the Continuous Net Settlement clearing processes of NSCC as such processes have been enhanced to effect purchases and redemptions of Creation Units, such processes being referred to herein as the “Clearing Process,” or (ii) outside the Clearing Process. In either case, for a purchase or redemption order involving a Creation Unit to be effectuated at a Fund’s NAV on a particular day, it must be received in proper form by the following cut-off times (which may be earlier if the relevant Exchange or any relevant bond market closes

earlier than normal, such as the day before a holiday). In all cases purchase/redeem procedures are at the discretion of ProShare Advisors and may be changed without notice.

Fund(s)	Typical Creation Cut-Off Time (Eastern Time)
Big Data Refiners ETF; MSCI Emerging Markets Dividend Growers ETF; Nanotech- nology ETF; On-Demand ETF; Pet Care ETF; DJ Brookfield Global Infrastructure ETF; Global Listed Private Equity ETF; Merger ETF; S&P Global Core Battery Metals ETF; S&P Kensho Cleantech ETF; S&P Kensho Smart Factories ETF; Smart Materials ETF and Supply Chain Logistics ETF	Orders received prior to 4:15 p.m. that day will receive that Business Day’s NAV. (Same day orders are only available for certain Funds at the discretion of the Advisor.)Orders received between 4:30 p.m. and 5:00 p.m. on any Business Day will receive the next Business Day’s NAV.
MSCI EAFE Dividend Growers ETF	Orders received prior to 11:30 p.m. receive that Business Day’s NAV. (Same day orders are only available at the discretion of the Advisor.)Orders received between 12:00 p.m. and 5:00 p.m. on any Business Day will receive the next Business Day’s NAV. (These times may vary due to differences in when daylight savings time is effective between London and New York time. The actual cutoff times are between 5:00 p.m. and 10:00 p.m. London Time for next Business Day’s NAV orders and prior to 4:30 p.m. London Time for same day NAV orders)
MSCI Europe Dividend Growers ETF	10:30 a.m. in order to receive that day’s closing NAV per Share (This time may vary due to differences in when daylight savings time is effective between London and New York time. The actual cutoff time is 3:30 p.m. London Time)
K-1 Free Crude Oil ETF, S&P 500 High Income ETF and Nasdaq-100 High Income ETF	2:00 p.m. in order to receive that day’s closing NAV per Share
High Yield—Interest Rate Hedged and Investment Grade—Interest Rate Hedged	3:00 p.m. in order to receive that day’s closing NAV per Share
Inflation Expectations ETF; and Short or Ultra Fixed Income ProShares Funds	2:30 p.m. (3:00 p.m., if transmitted by mail; except 4:00 p.m., if transmitted by mail on behalf of Short High Yield ETF or Ultra High Yield ETF) in order to receive that day’s closing NAV per Share
S&P 500® Dividend Aristocrats ETF; S&P MidCap 400 Dividend Aristocrats ETF; Russell 2000 Dividend Growers ETF; Online Retail ETF; Equities for Rising Rates ETF; Nasdaq-100 Dorsey Wright Momentum ETF, S&P 500® Ex-Energy ETF; S&P 500® Ex-Financials ETF; S&P 500® Ex-Health Care ETF; S&P 500® Ex-Technology ETF; Ultra Nasdaq Cloud Computing and Ultra Nasdaq Cybersecurity	4:00 p.m. (3:30 p.m. if in cash) in order to receive that day’s closing NAV per Share

Fund(s)	Typical Creation Cut-Off Time (Eastern Time)
All other Funds	3:30 p.m. (4:00 p.m., if transmitted by mail) in order to receive that day’s closing NAV per Share

Purchases Through the Clearing Process

To purchase or redeem through the Clearing Process, an Authorized Participant must be a member of NSCC that is eligible to use the Continuous Net Settlement system. For purchase orders placed through the Clearing Process, the Authorized Participant Agreement authorizes the Distributor to transmit through each Fund’s transfer agent (the “Transfer Agent”) to NSCC, on behalf of an Authorized Participant, such trade instructions as are necessary to effect the Authorized Participant’s purchase order. Pursuant to such trade instructions to NSCC, the Authorized Participant agrees to deliver the requisite Deposit Securities and the Balancing Amount to the Trust, together with the Transaction Fee and such additional information as may be required by the Distributor.

Purchases Outside the Clearing Process

An Authorized Participant that wishes to place an order to purchase Creation Units outside the Clearing Process must state that it is not using the Clearing Process and that the purchase instead will be effected through a transfer of securities and cash directly through DTC or as described below for Global Funds. Purchases (and redemptions) of Creation Units of the Matching and Ultra ProShares Funds settled outside the Clearing Process will be subject to a higher Transaction Fee than those settled through the Clearing Process. Purchase orders effected outside the Clearing Process are likely to require transmittal by the Authorized Participant earlier on the transmittal date than orders effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain the deadlines applicable to DTC and the Federal Reserve Bank wire system by contacting the operations department of the broker or depository institution effectuating such transfer of Deposit Securities and Balancing Amount (for the Matching and Ultra ProShares Funds), each as applicable and at the discretion of ProShare Advisors, or of the Cash Purchase Amount together with the applicable Transaction Fee.

For each Global Fund when a purchase order is placed, the Distributor will inform ProShare Advisors and the Custodian. The Custodian shall cause local sub-custodians of the applicable Global Fund to maintain an account into which the Authorized Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, the Deposit Securities “free of payment,” with any appropriate adjustments as advised by the Trust, in accordance with the terms and conditions applicable to such account in such jurisdiction. If applicable, the sub-custodian(s) will confirm to the Custodian that the required Deposit Securities have been delivered and the Custodian will notify ProShare Advisors and Distributor. The Authorized Participant must also make available to the Custodian no later than 12:00 noon Eastern Time (or earlier in the event that the relevant Exchange or the relevant bond markets close early) by the second Business Day after the order is deemed received through the Federal Reserve Bank wire transfer system, immediately available or same day funds in U.S. dollars estimated by the Trust to be sufficient to pay the Balancing Amount next determined after acceptance of the purchase order, together with any applicable Transaction Fees. For Global Funds, the Index Receipt Agent will not make available through the NSCC on each Business Day, the list of the names and the required number of shares of each Deposit Security to be included in the current Portfolio Deposit.

Rejection of Purchase Orders

The Trust reserves the right to reject a purchase order transmitted to it by the Distributor including but not limited to the following: (a) the order is not in proper form; (b) the purchaser or group of purchasers, upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of a Fund; (c) the acceptance of the purchase transaction order would, in the opinion of counsel, be unlawful; or (d) in the event that circumstances outside the control of the Trust, the Distributor and ProShare Advisors make it impractical to process purchase orders. Examples of such circumstances include acts of God; public service or

utility problems resulting in telephone, telecopy and computer failures; fires, floods or extreme weather conditions; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, ProShare Advisors, the Distributor, DTC, NSCC, the Custodian or sub-custodian or any other participant in the creation process; and similar extraordinary events.

The Trust shall notify a prospective purchaser of its rejection of the order of such person. The Trust and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of purchase transaction orders nor shall either of them incur any liability for the failure to give any such notification.

Redemption of Creation Units

Shares may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by the Distributor on any Business Day. The Trust will not redeem Shares in amounts less than Creation Units. Beneficial owners also may sell Shares in the secondary market, but must accumulate enough Shares to constitute a Creation Unit in order to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit of Shares. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.

As described below, at the discretion of ProShare Advisors, each Fund may, at times, only accept in-kind redemption orders from Authorized Participants.

Redemption in Fund Securities

Each Fund may provide redemptions in portfolio securities or cash at ProShare Advisors’ discretion. With respect to the Matching and Ultra ProShares Funds, the Index Receipt Agent makes available through the NSCC immediately prior to the opening of business on the Exchange on each day that the Exchange is open for business the portfolio securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (“Fund Securities”). These securities, at times, may not be identical to Deposit Securities which are applicable to a purchase of Creation Units. The Fund may also, in its sole discretion, upon request of a shareholder, provide such redeeming shareholder a portfolio of securities which differs from the exact composition of the Fund Securities but does not differ in NAV.

The redemption proceeds for a Creation Unit generally consist of Fund Securities, as announced by the Index Receipt Agent through the NSCC on any Business Day, plus the Balancing Amount. The redemption Transaction Fee described below is deducted from such redemption proceeds.

Redemption in Cash

A Fund may in its discretion exercise its option to redeem such Shares in cash, and the redeeming shareholder will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash which a Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares of the relevant Fund next determined after the redemption request is received in proper form (minus a redemption Transaction Fee and additional charge for requested cash redemptions, to offset the Fund’s brokerage and other transaction costs associated with the disposition of Fund Securities).

For certain redemptions, the proceeds will consist solely of cash in an amount equal to the NAV of the Shares being redeemed, as next determined after a receipt of a request in proper form, less the redemption Transaction Fee described below (the “Cash Redemption Amount”).

Suspension or Postponement of Right of Redemption

A Fund may, in its discretion, suspend the right of creation or redemption or may postpone the redemption or purchase settlement date, (1) for any period during which the Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is not reasonably practicable; (4) in such other circumstance as is permitted by the SEC; or (5) for up to 14 calendar days for any of the Global Funds or Short or Ultra International ProShares Funds during an international local holiday, as described below in “Other Information”.

Placement of Redemption Orders Using the Clearing Process

Orders to redeem Creation Units of Funds through the Clearing Process must be delivered through an Authorized Participant that is a member of NSCC that is eligible to use the Continuous Net Settlement System. A redemption order for a Fund must be received by the cut-off times set forth in “Purchase and Redemption Cut-Off Times” above.

All other procedures set forth in the Authorized Participant Agreement must be followed in order to receive the next determined NAV. The requisite Fund Securities and the Balancing Amount (minus a redemption Transaction Fee or additional charges for requested cash redemptions) or the Cash Redemption Amount, as applicable and at the discretion of ProShare Advisors, will be transferred by the second (2nd) NSCC Business Day following the date on which such request for redemption is deemed received. Global Fund orders may not be placed through the Clearing Process.

Placement of Redemption Orders Outside the Clearing Process

Orders to redeem Creation Units outside the Clearing Process (other than for Global Fund orders), including all cash-only redemptions, must be delivered through a DTC Participant that has executed the Authorized Participant Agreement. A DTC Participant who wishes to place an order for redemption of Creation Units to be effected outside the Clearing Process need not be a “participating party” under the Authorized Participant Agreement, but such orders must state that the DTC Participant is not using the Clearing Process and that the redemption of Creation Units will instead be effected through a transfer of Shares directly through DTC. A redemption order for a Fund must be received by the cut-off times set forth in “Purchase and Redemption Cut-Off Times” above. The order must be accompanied or preceded by the requisite number of Shares of Funds specified in such order, which delivery must be made through DTC to the Custodian by the second Business Day (T+2) following such transmittal date. All other procedures set forth in the Authorized Participant Agreement must be properly followed in order to receive the next determined NAV.

After the Transfer Agent has deemed an order for redemption outside the Clearing Process received, the Transfer Agent will initiate procedures to transfer the requisite Fund Securities and the Balancing Amount (minus a redemption Transaction Fee or additional charges for requested cash redemptions), which are expected to be delivered within two Business Days, and the Cash Redemption Amount (by the second Business Day (T+2) following the transmittal date on which such redemption order is deemed received by the Transfer Agent).

In certain instances, Authorized Participants may create and redeem Creation Unit aggregations of the same Fund on the same trade date. In this instance, the Trust reserves the right to settle these transactions on a net basis.

For Global Funds, the Authorized Participant shall deliver Fund Shares of Global Funds to the Custodian through DTC “free of payment.” The transfer of Fund Shares must be ordered by the DTC Participant on the transmittal date in a timely fashion so as to ensure the delivery of the requisite number of Fund Shares through DTC to the Custodian by no later than 10:00 a.m. Eastern Time of the second Business Day (T+2) immediately following the transmittal date, except that Global Funds may settle Creation Unit

transactions on a basis other than the one described above (i) to accommodate foreign market holiday schedules, as discussed in “Other Information” below, (ii) to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates (that is the last day the holder of a security can sell the security and still receive dividends payable on the security), and (iii) in certain other circumstances. Authorized Participants should be aware that the deadline for such transfers of Fund Shares through the DTC system may be significantly earlier than the close of business on the primary listing exchange. Those making redemption requests should ascertain the deadline applicable to transfers of Fund Shares through the DTC system by contacting the operations department of the broker or depositary institution affecting the transfer of Fund Shares. The Balancing Amount, if any, must be transferred in U.S. dollars directly to the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian no later than 2:00 p.m. Eastern Time on the second Business Day (T+2) immediately following the transmittal date, except as provided in “Other Information” below. If the Custodian does not receive both the required Fund Shares and the Balancing Amount, if any, by 10:00 a.m. and 2:00 p.m., respectively, on the second Business Day (T+2) immediately following the transmittal date, except as provided in “Other Information” below, such order will be deemed not in proper form and cancelled.

Cancellations

In the event an order is cancelled, the Authorized Participant will be responsible for reimbursing the Fund for all costs associated with cancelling the order, including costs for repositioning the portfolio, provided the Authorized Participant shall not be responsible for such costs if the order was cancelled for reasons outside the Authorized Participant’s control or the Authorized Participant was not otherwise responsible or at fault for such cancellation. Upon written notice to the Distributor, such cancelled order may be resubmitted the following Business Day, with a newly constituted Portfolio Deposit or Fund Securities to reflect the next calculated NAV.

Transaction Fees

Transaction fees payable to the Trust are imposed to compensate the Trust for the transfer and other transaction costs of a Fund associated with the issuance and redemption of Creation Units of Shares. A fixed Transaction Fee is applicable to each creation or redemption transaction, regardless of the number of Creation Units purchased or redeemed. In addition, a variable Transaction Fee equal to a percentage of the value of each Creation Unit purchased or redeemed may be applicable to a creation or redemption transaction. Purchasers of Creation Units of the Matching and Ultra ProShares Funds for cash may also be required to pay an additional charge to compensate the relevant Fund for brokerage, market impact or other expenses. Where the Trust permits an in-kind purchaser to substitute cash in lieu of depositing a portion of the Deposit Securities, the purchaser will be assessed an additional charge for cash purchases. The maximum Transaction Fee on purchases and redemptions will be 2.00% of the NAV of any Creation Unit, except that for the High Yield—Interest Rate Hedged and the Investment Grade—Interest Rate Hedged, a Transaction Fee up to 3.00% will be charged on the cash used in lieu of depositing all or a portion of the Deposit Securities or the cash portion of any redemption transaction. In all cases, transaction fees will be limited in accordance with the applicable requirements of SEC Rules and Regulations. The Transaction Fees charged to each Fund are presented in the Authorized Participant Handbook.

Purchasers of Shares in Creation Units are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust. Investors will also bear the costs of transferring securities from the Fund to their account or on their order. Investors who use the services of a broker or other such intermediary may be charged a fee for such services.

These fees may, in certain circumstances, be paid by ProShare Advisors or otherwise waived.

Continuous Offering

The method by which Creation Units are created and traded may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold by the Trust on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent Shares and sells some or all of the Shares comprising such Creation Units directly to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether a person is an underwriter for the purposes of the 1933 Act depends upon all the facts and circumstances pertaining to that person’s activities. Thus, the examples mentioned above should not be considered a complete description of all the activities that could lead a person to be deemed an underwriter. Broker-dealer firms should also note that dealers who are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of the 1933 Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. The Trust has been granted an exemption by the SEC from this prospectus delivery obligation in ordinary secondary market transactions involving Shares under certain circumstances, on the condition that purchasers of Shares are provided with a product description of the Shares. Broker-dealer firms should note that dealers who are not “underwriters” but are participating in a distribution (as contrasted to an ordinary secondary market transaction), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933 Act. Firms that incur a prospectus-delivery obligation with respect to Shares are reminded that under Rule 153 under the 1933 Act, a prospectus delivery obligation under Section 5(b)(2) of the 1933 Act owed to a national securities exchange member in connection with a sale on the national securities exchange is satisfied if a Fund’s prospectus is made available upon request at the national securities exchange on which the Shares of such Fund trade. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on a national securities exchange and not with respect to other transactions.

DETERMINATION OF NET ASSET VALUE

The NAV per Share for each Fund is computed by dividing the value of the net assets of such Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding, rounded to the nearest cent. Expenses and fees, including the management and administration fees, are accrued daily and taken into account for purposes of determining NAV. The NAV calculation time for each Fund is listed in the chart below (which may be earlier if the relevant Exchange or any relevant bond market closes early):

Fund(s)	Typical NAV Calculation Time Eastern Time
MSCI EAFE Dividend Growers ETF and MSCI Europe Dividend Growers ETF	11:30 a.m. on days when BZX Equities is open for trading (This time may vary due to differences in when daylight savings time is effective between London and New York time. The actual valuation time is 4:30 p.m. London Time.)
K-1 Free Crude Oil ETF	2:30 p.m. on each Business Day

Fund(s)	Typical NAV Calculation Time Eastern Time
High Yield—Interest Rate Hedged, Inflation Expectations ETF and Investment Grade—Interest Rate Hedged	3:00 p.m. on each Business Day
All other Funds	Close of the regular trading session of the Exchange upon which it is listed (typically 4:00 p.m.) on each Business Day

Global Funds contain portfolio investments that are primarily listed or traded on foreign markets. To the extent a Fund’s portfolio investments trade in foreign markets on days when a Fund is not open for business or when the primary exchange for the Shares is not open, the value of the Fund’s assets may vary and shareholders may not be able to purchase or sell Fund Shares and Authorized Participants may not be able to create or redeem Creation Units.

Certain portfolio investments may not be traded on days a Fund is open for business.

Securities (including short-term securities) and other assets are generally valued at their market value using information provided by a pricing service or market quotations. Short-term securities are valued on the basis of amortized cost or based on market prices. Futures contracts and options on securities, indexes and futures contracts are generally valued at their last sale price prior to the time at which the NAV per share of a class of shares of a Fund is determined. Alternatively, fair valuation procedures as described below may be applied if deemed more appropriate. Routine valuation of certain other derivatives is performed using procedures approved by the Board of Trustees.

When ProShare Advisors determines that the price of a security is not readily available or deems the price unreliable, it may, in good faith, establish a fair value for that security. The Board has designated ProShares Advisors as “valuation designee” to perform fair value determinations for all of the Funds’ investments for which market quotations are not readily available (or are deemed unreliable). The Board shall oversee ProShare Advisors’ fair value determinations and its performance as valuation designee. The use of a fair valuation method may be appropriate if, for example, market quotations do not accurately reflect fair value for an investment, an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (for example, a foreign exchange or market), a trading halt closes an exchange or market early, or other events result in an exchange or market delaying its normal close.

TAXATION

OVERVIEW

Set forth below is a general discussion of certain U.S. federal income tax issues concerning each Fund and the purchase, ownership, and disposition of a Fund’s Shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to shareholders in light of their particular circumstances, nor to certain types of shareholders subject to special treatment under the federal income tax laws (for example, life insurance companies, banks and other financial institutions, and IRAs and other retirement plans). This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax advisors with regard to the federal tax consequences of the purchase, ownership, or disposition of a Fund’s Shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.

TAXATION OF THE FUND

Each Fund has elected, or intends to elect, and intends to qualify and to be eligible each year to be treated as a RIC under Subchapter M of the Code. A RIC generally is not subject to federal income tax on income and gains distributed in a timely manner to its shareholders. To qualify for treatment as a RIC, each Fund generally must, among other things:

(a) derive in each taxable year at least 90% of its gross income from (i) dividends, interest, payments with respect to certain securities loans and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; and (ii) net income derived from interests in “qualified publicly traded partnerships” as described below (the income described in this subparagraph (a), “Qualifying Income”);

(b) diversify its holdings so that, at the end of each quarter of a Fund’s taxable year (or by the end of the 30-day period following the close of such quarter), (i) at least 50% of the fair market value of the Fund’s assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to a value not greater than 5% of the value of the Fund’s total assets and to an amount not greater than 10% of the outstanding voting securities of such issuer, and (ii) not greater than 25% of the value of its total assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, in (x) the securities (other than U.S. government securities and the securities of other RICs) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar or related trades or businesses, or (y) the securities of one or more qualified publicly traded partnerships (as defined below); and

(c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid—generally, taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt interest income, for such year.

In general, for purposes of the 90% gross income requirement described in subparagraph (a) above, income derived from a partnership will be treated as Qualifying Income only to the extent such income is attributable to items of income of the partnership which would be Qualifying Income if realized directly by the RIC. However, 100% of the net income of a RIC derived from an interest in a “qualified publicly traded partnership” (a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its income from the Qualifying Income described in clause (i) of subparagraph (a) above) will be treated as Qualifying Income. In general, such entities will be treated as partnerships for federal income tax purposes because they meet the passive income requirement under Code Section 7704(c)(2). In addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to

items attributable to an interest in a qualified publicly traded partnership. Moreover, the amounts derived from investments in foreign currency will be treated as Qualifying Income for purposes of subparagraph (a) above. There is a remote possibility that the Internal Revenue Service (“IRS”) could issue guidance contrary to such treatment with respect to foreign currency gains that are not directly related to a RIC’s principal business of investing in stocks or securities (or options or futures with respect to stocks or securities), which could affect a Fund’s ability to meet the 90% gross income test and adversely affect the manner in which that Fund is managed.

For purposes of the diversification test described in subparagraph (b) above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b) above, the identification of the issuer (or, in some cases, issuers) of a particular Fund investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the IRS with respect to issuer identification for a particular type of investment may adversely affect the Fund’s ability to meet the diversification test in (b) above.

If, in any taxable year, a Fund were to fail to meet the 90% gross income, diversification or distribution test described above, the Fund could in some cases cure such failure, including by paying a Fund-level tax, paying interest, making additional distributions, or disposing of certain assets. If a Fund were ineligible to or did not cure such a failure for any taxable year, or otherwise failed to qualify as a RIC accorded special tax treatment under the Code, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including distributions of net tax-exempt income and net long-term capital gain (if any), may be taxable to shareholders as dividend income. In such a case, distributions from the Fund would not be deductible by the Fund in computing its taxable income. In addition, in order to requalify for taxation as a RIC, the Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.

As noted above, if a Fund qualifies as a RIC that is accorded special tax treatment, the Fund will not be subject to federal income tax on income that is distributed in a timely manner to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below).

Each Fund expects to distribute at least annually to its shareholders all or substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction), its net tax-exempt income (if any) and its net capital gain (that is, the excess of its net long-term capital gains over its net short-term capital losses, in each case determined with reference to any loss carryforwards). Investment company taxable income that is retained by a Fund will be subject to tax at regular corporate rates. If a Fund retains any net capital gain, it will be subject to tax at regular corporate rates on the amount retained, but it may designate the retained amount as undistributed capital gains in a notice mailed within 60 days of the close of the Fund’s taxable year to its shareholders who, in turn, (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds on a properly filed U.S. tax return to the extent the credit exceeds such liabilities. If a Fund makes this designation, for federal income tax purposes, the tax basis of shares owned by a shareholder of a Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. A Fund is not required to, and there can be no assurance that a Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income and its earnings and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined as any net capital loss attributable to the portion of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to such portion of the taxable year) or late-year ordinary loss (generally, the sum of (i) net ordinary loss, if any, from the sale, exchange or other taxable disposition of

100

property, attributable to the portion, if any, of the taxable year after October 31, and its (ii) other net ordinary loss, if any, attributable to the portion, if any, of the taxable year after December 31) as if incurred in the succeeding taxable year.

Amounts not distributed on a timely basis in accordance with a prescribed formula are subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax, each Fund must distribute during each calendar year an amount generally equal to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (or November 30 or December 31 of that year if the Fund is permitted to elect and so elects), and (3) all such ordinary income and capital gains that were not distributed in previous years. For purposes of the required excise tax distribution, ordinary gains and losses from the sale, exchange, or other taxable disposition of property that would be properly taken into account after October 31 (or November 30 or December 31 of that year if the Fund is permitted to elect and so elects) are generally treated as arising on January 1 of the following calendar year. Also, for these purposes, the Fund will be treated as having distributed any amount on which it is subject to corporate income tax for the taxable year ending within the calendar year. Each Fund intends generally to make distributions sufficient to avoid imposition of the excise tax, although each Fund reserves the right to pay an excise tax rather than make an additional distribution when circumstances warrant (for example, the payment of the excise tax amount is deemed to be de minimis).

A distribution will be treated as paid on December 31 of a calendar year if it is declared by a Fund in October, November or December of that year with a record date in such a month and is paid by the Fund during January of the following year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a Fund’s net investment income. Instead, potentially subject to certain limitations, a Fund may carry net capital losses forward from any taxable year to subsequent taxable years to offset capital gains, if any, realized during such subsequent taxable years. Distributions from capital gains are generally made after applying any available capital loss carryforwards. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether a Fund retains or distributes such gains. Any such capital loss carryforwards will generally retain their character as short-term or long-term and will be applied first against gains of the same character before offsetting gains of a different character (e.g., net capital losses resulting from previously realized net long-term losses will first offset any long-term capital gain, with any remaining amounts available to offset any net short-term capital gain).

The Funds had the following capital loss carryforwards as of October 31, 2023 (the Funds’ most recent tax year end).

Fund	No Expiration Date	Total
Big Data Refiners ETF	$990,001	$990,001
Decline of the Retail Store ETF	30,226,079	30,226,079
DJ Brookfield Global Infrastructure ETF	6,967,820	6,967,820
Equities for Rising Rates ETF	10,570,119	10,570,119
Global Listed Private Equity ETF	5,278,977	5,278,977
Hedge Replication	342,889	342,889
High Yield-Interest Rate Hedged	30,854,828	30,854,828
Inflation Expectations ETF	6,731,305	6,731,305
Investment Grade-Interest Rate Hedged	11,652,527	11,652,527
Long Online/Short Stores ETF	62,163,071	62,163,071
Merger ETF	175,742	175,742
Metaverse ETF	723,846	723,846

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Fund	No Expiration Date	Total
MSCI EAFE Dividend Growers ETF	8,485,103	8,485,103
MSCI Emerging Markets Dividend Growers ETF	5,366,992	5,366,992
MSCI Europe Dividend Growers ETF	1,411,155	1,411,155
MSCI Transformational Changes ETF	7,119,274	7,119,274
Nanotechnology ETF	200,984	200,984
Nasdaq-100 Dorsey Wright Momentum ETF	7,634,127	7,634,127
On-Demand ETF	505,426	505,426
Online ETF	330,227,749	330,227,749
Pet Care ETF	50,200,110	50,200,110
Russell 2000 Dividend Growers ETF	87,857,101	87,857,101
Russell U.S. Dividend Growers ETF	482,602	482,602
S&P 500® Dividend Aristocrats ETF	290,807,463	290,807,463
S&P 500® Ex-Energy ETF	515,218	515,218
S&P 500® Ex-Financials ETF	249,959	249,959
S&P 500® Ex-Health Care ETF	82,242	82,242
S&P 500® Ex-Technology ETF	575,259	575,259
S&P Global Core Battery Metals ETF	67,487	67,487
S&P Kensho Cleantech ETF	782,865	782,865
S&P Kensho Smart Factories ETF	608,302	608,302
S&P MidCap 400® Dividend Aristocrats ETF	1,096,286	1,096,286
S&P Technology Dividend Aristocrats ETF	2,439,816	2,439,816
Smart Materials ETF	347,719	347,719
Supply Chain Logistics ETF	48,495	48,495
Short 20+ Year Treasury	513,269,644	513,269,644
Short Dow30SM	535,540,805	535,540,805
Short Financials	94,271,994	94,271,994
Short FTSE China 50	11,438,521	11,438,521
Short High Yield	70,919,852	70,919,852
Short MidCap400	55,412,462	55,412,462
Short MSCI EAFE	147,495,071	147,495,071
Short MSCI Emerging Markets	191,864,523	191,864,523
Short QQQ®	864,237,291	864,237,291
Short Real Estate	35,636,442	35,636,442
Short Russell2000	745,672,927	745,672,927
Short S&P500®	4,150,051,613	4,150,051,613
Short SmallCap600	40,487,791	40,487,791
Ultra 7-10 Year Treasury	133,230,578	133,230,578
Ultra 20+ Year Treasury	37,308,751	37,308,751
Ultra Communication Services	1,029,958	1,029,958
Ultra Consumer Discretionary	9,787,122	9,787,122
Ultra Consumer Staples	2,533,792	2,533,792
Ultra Dow30 SM	25,411,002	25,411,002
Ultra Energy	10,070,377	10,070,377
Ultra Financials	39,089,097	39,089,097
Ultra FTSE China 50	19,997,149	19,997,149
Ultra FTSE Europe	620,042	620,042

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Fund	No Expiration Date	Total
Ultra Health Care	29,041,245	29,041,245
Ultra High Yield	4,610,751	4,610,751
Ultra Industrials	8,724,995	8,724,995
Ultra Materials	13,350,094	13,350,094
Ultra MidCap400	145,750,323	145,750,323
Ultra MSCI Brazil Capped	13,760,618	13,760,618
Ultra MSCI EAFE	7,688,245	7,688,245
Ultra MSCI Emerging Markets	26,002,328	26,002,328
Ultra MSCI Japan	2,684,806	2,684,806
Ultra Nasdaq Biotechnology	149,273,953	149,273,953
Ultra Nasdaq Cloud Computing	1,773,623	1,773,623
Ultra Nasdaq Cybersecurity	906,921	906,921
Ultra QQQ®	1,186,355,918	1,186,355,918
Ultra Real Estate	35,822,674	35,822,674
Ultra Russell2000	147,291,820	147,291,820
Ultra S&P500®	706,613,748	706,613,748
Ultra Semiconductors	37,192,579	37,192,579
Ultra SmallCap600 SM	9,101,917	9,101,917
Ultra Technology	105,058,899	105,058,899
Ultra Utilities	3,616,590	3,616,590
UltraPro Dow30 SM	104,794,291	104,794,291
UltraPro MidCap400	4,633,065	4,633,065
UltraPro QQQ®	6,254,218,058	6,254,218,058
UltraPro Russell2000	108,918,082	108,918,082
UltraPro S&P500®	1,064,459,657	1,064,459,657
UltraPro Short Dow30SM	1,570,703,498	1,570,703,498
UltraPro Short MidCap400	57,113,374	57,113,374
UltraPro Short QQQ®	5,799,961,084	5,799,961,084
UltraPro Short Russell2000	541,911,100	541,911,100
UltraPro Short S&P500®	4,176,651,680	4,176,651,680
UltraShort 20+ Year Treasury	4,617,568,564	4,617,568,564
UltraShort 7-10 Year Treasury	119,473,904	119,473,904
UltraShort Consumer Discretionary	17,736,071	17,736,071
UltraShort Consumer Staples	9,206,585	9,206,585
UltraShort Dow30SM	726,101,029	726,101,029
UltraShort Energy	119,816,614	119,816,614
UltraShort Financials	500,724,819	500,724,819
UltraShort FTSE China 50	249,078,234	249,078,234
UltraShort FTSE Europe	261,003,474	261,003,474
UltraShort Health Care	11,636,557	11,636,557
UltraShort Industrials	20,960,293	20,960,293
UltraShort Materials	85,574,296	85,574,296
UltraShort MidCap400	54,942,939	54,942,939
UltraShort MSCI Brazil Capped	92,817,466	92,817,466
UltraShort MSCI EAFE	23,123,976	23,123,976
UltraShort MSCI Emerging Markets	165,762,273	165,762,273

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Fund	No Expiration Date	Total
UltraShort MSCI Japan	27,382,710	27,382,710
UltraShort Nasdaq Biotechnology	74,923,039	74,923,039
UltraShort QQQ®	1,570,384,864	1,570,384,864
UltraShort Real Estate	234,798,224	234,798,224
UltraShort Russell2000	733,814,778	733,814,778
UltraShort S&P500®	5,157,405,906	5,157,405,906
UltraShort Semiconductors	51,549,361	51,549,361
UltraShort SmallCap600	31,345,701	31,345,701
UltraShort Technology	30,760,273	30,760,273
UltraShort Utilities	12,258,497	12,258,497

At October 31, 2023, the following Funds utilized capital loss carryforwards (“CLCFs”) and/or elected to defer late-year ordinary losses to November 1, 2023, the first day of the following tax year:

Fund	CLCFs Utilized	CLCFs Expired	Ordinary Late Year Loss Deferrals
Big Data Refiners ETF	$-	$-	$7,757
Decline of the Retail Store ETF	5,184	-	-
Hedge Replication	78,352	-	-
High Yield-Interested Rate Hedged	1,058,156	-	-
Investment Grade-Interest Rate Hedged	4,703,914	-	-
Long Online/Short Stores ETF	-	-	19,327
Merger ETF	2,941,195	-	-
MCSI Emerging Markets Dividends Growers ETF	58,429	-	-
Nanotechnology	42,552	-	-
Nasdaq-100 Dorsey Wright Momentum ETF	72,478	-	1,273
On-Demand ETF	16,580	-	-
Online Retail ETF	-	-	158,361
S&P Kensho Cleantech ETF	-	-	4,459
S&P Kensho Smart Factories ETF	5,853	-	-
Short 20+ Year Treasury	31,810,931	-	-
Short 7-10 Year Treasury	75,473	-	-
Short Dow30 SM	6,363,996	-	-
Short Financials	1,479,068	-	-
Short MSCI Emerging Markets	227,088	-	-
Short QQQ®	8,133,168	-	-
Short Real Estate	1,211,065	-	-
Short Russell2000	50,224,569	-	-
Short SmallCap600	52,577	-	-
Ultra 20+ Year Treasury	188,704	-	-
Ultra Financials	38,282,852	-	-
UltraPro Short 20+ Year Treasury	5,236,864	-	-
UltraPro Short Dow30SM	11,596,511	-	-
UltraPro Short Russell2000	4,297,523	-	-
UltraShort 7-10 Year Treasury	6,287,078	-	-
UltraShort 20+ Year Treasury	781,583	-	-
UltraShort Consumer Staples	57,292	-	-

104

Fund	CLCFs Utilized	CLCFs Expired	Ordinary Late Year Loss Deferrals
UltraShort Dow30SM	3,650,763	-	-
UltraShort Financials	1,162,380	-	-
UltraShort FTSE China 50	435,813	-	-
UltraShort FTSE Europe	38,797	-	-
UltraShort Industrials	148,671	-	-
UltraShort MidCap400	3,622	-	-
UltraShort MSCI Japan	43,985	-	-
UltraShort QQQ®	39,991,354	-	-
UltraShort Russell2000	17,546,332	-	-
UltraShort S&P500®	61,347,320	-	-

TAXATION OF FUND DISTRIBUTIONS

Distributions of investment income are generally taxable to shareholders as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. In general, a Fund will recognize long-term capital gain or loss on investments it has owned for more than one year, and short-term capital gain or loss on investments it has owned for one year or less. Tax rules can alter a Fund’s holding period in investments and thereby affect the tax treatment of gain or loss on such investments. Distributions of net capital gain—the excess of net long-term capital gain over net short-term capital losses, in each case determined with reference to any loss carryforwards—that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable to shareholders as long-term capital gains includible in net capital gain and taxable to individuals at reduced rates. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to shareholders as ordinary income. The IRS and U.S. Treasury have issued regulations that impose special rules in respect of Capital Gain Dividends received through partnership interests constituting “applicable partnership interests” under Section 1061 of the Code.

The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts, and estates to the extent their income exceeds certain threshold amounts. For these purposes, “net investment income” generally includes, among other things, (i) distributions paid by a Fund of ordinary dividends and Capital Gain Dividends as described above, and (ii) any net gain from the sale, redemption or exchange of Fund shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in a Fund.

Distributions are taxable whether shareholders receive them in cash or reinvest them in additional shares. Distributions are also taxable to shareholders even if they are paid from income or gains earned by a Fund before a shareholder’s investment (and thus were included in the price the shareholder paid for the Fund shares). Investors should be careful to consider the tax implications of buying shares of a Fund just prior to a distribution. The price of shares purchased at this time will include the amount of the forthcoming distribution, but the distribution will generally be taxable.

A dividend or Capital Gain Dividend with respect to shares of a Fund held by a tax-deferred or qualified plan, such as an IRA, retirement plan, or corporate pension or profit sharing plan, generally will not be taxable to the plan. Distributions from such plans will be taxable to individual participants under applicable tax rules without regard to the character of the income earned by the qualified plan. Shareholders should consult their tax advisors to determine the suitability of shares of a Fund as an investment through such plans and the precise effect of an investment on their particular situation.

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Shareholders will be notified annually as to the U.S. federal tax status of Fund distributions, and shareholders receiving distributions in the form of newly issued shares will receive a report as to the value of the shares received.

QUALIFIED DIVIDEND INCOME

“Qualified dividend income” received by an individual is taxed at the rates applicable to net capital gain. In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s Shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation that is readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company. In general, distributions of investment income reported by a Fund as derived from qualified dividend income will be treated as qualified dividend income in the hands of a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Fund’s Shares.

QUALIFIED REIT DIVIDENDS

Distributions by a Fund to its shareholders that the Fund properly reports as “section 199A dividends,” as defined and subject to certain conditions described below, are treated as qualified REIT dividends in the hands of non-corporate shareholders. For tax years beginning after December 31, 2017 and ending on or before December 31, 2025, non-corporate shareholders are permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them, subject to certain limitations. Very generally, a “section 199A dividend” is any dividend or portion thereof that is attributable to certain dividends received by a RIC from REITs, to the extent such dividends are properly reported as such by the RIC in a written notice to its shareholders. A section 199A dividend is treated as a qualified REIT dividend only if the shareholder receiving such dividend holds the dividend-paying regulated investment company shares for at least 46 days of the 91-day period beginning 45 days before the shares become ex-dividend, and is not under an obligation to make related payments with respect to a position in substantially similar or related property. The Fund is permitted to report such part of its dividends as section 199A dividends as are eligible, but is not required to do so. Distributions of income or gain attributable to derivatives with respect to REIT securities, including swaps, will not constitute qualified REIT dividends.

Subject to any future regulatory guidance to the contrary, any distribution of income attributable to qualified publicly traded partnership income from a Fund’s investment in an MLP will ostensibly not qualify for the deduction that would be available to a non-corporate shareholder were the shareholder to own such MLP directly. Furthermore, distributions of income or gain attributable to swaps on MLP securities will not constitute qualified publicly traded partnership income and will not be eligible for such deduction.

Dividends-Received Deduction

In general, dividends of net investment income received by corporate shareholders of a Fund may qualify for the dividends-received deduction generally available to corporations to the extent of the amount of eligible dividends received by the Fund from domestic corporations for the taxable year. A dividend received

106

by a Fund will not be treated as a dividend eligible for the dividends-received deduction (1) if it has been received with respect to any share of stock that the Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (2) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends-received deduction may otherwise be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of the Fund or (2) by application of various provisions of the Code (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)).

Repurchase Agreements

Any distribution of income that is attributable to (i) income received by a Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (ii) dividend income received by a Fund on securities it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.

DISPOSITION OF SHARES

Upon a sale, exchange or other disposition of shares of a Fund, a shareholder will generally realize a taxable gain or loss depending upon his or her basis in the shares. A gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholder’s hands, and generally will be long-term or short-term capital gain or loss depending upon the shareholder’s holding period for the shares. Any loss realized on a sale, exchange or other disposition will be disallowed to the extent the shares disposed of are replaced (including through reinvestment of dividends) within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on the disposition of a Fund’s Shares held by the shareholder for six months or less will be treated for tax purposes as a long-term capital loss to the extent of any distributions of Capital Gain Dividends received or treated as having been received by the shareholder with respect to such shares.

MARKET DISCOUNT

If a Fund purchases in the secondary market a debt security that has a fixed maturity date of more than one year from its date of issuance at a price lower than the stated redemption price of such debt security (or, in the case of a debt security issued with “original issue discount” (described below), a price below the debt security’s “revised issue price”), the excess of the stated redemption price over the purchase price is “market discount.” If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by a Fund in each taxable year in which the Fund owns an interest in such debt security and receives a principal payment on it. In particular, the Fund will be required to allocate that principal payment first to the portion of the market discount on the debt security that has accrued but has not previously been includable in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market discount accruing during such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for each day the debt security is held by a Fund at a constant rate over the time remaining to the debt security’s maturity or, at the election of the Fund, at a constant yield to maturity which takes into account the semi-annual compounding of interest. Gain realized on the disposition of a market discount obligation must be recognized as ordinary interest income (not capital gain) to the extent of the accrued market discount.

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ORIGINAL ISSUE DISCOUNT

Certain debt securities may be treated as debt securities that were originally issued at a discount. Original issue discount can generally be defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Original issue discount that accrues on a debt security in a given year generally is treated for federal income tax purposes as interest income that is included in a Fund’s income and, therefore, subject to the distribution requirements applicable to RICs, even though the Fund may not receive a corresponding amount of cash until a partial or full repayment or disposition of the debt security.

Some debt securities may be purchased by a Fund at a discount that exceeds the original issue discount on such debt securities, if any. This additional discount represents market discount for federal income tax purposes (see above).

If the Fund holds the foregoing kinds of securities, it may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or, if necessary, by disposition of portfolio securities including at a time when it may not be advantageous to do so. These dispositions may cause the Fund to realize higher amounts of short-term capital gains (generally taxed to shareholders at ordinary income tax rates) and, in the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger Capital Gain Dividend than if the Fund had not held such securities.

OPTIONS, FUTURES, FORWARD CONTRACTS AND SWAPS

The tax treatment of certain contracts (including regulated futures contracts and non-equity options) entered into by the Fund will be governed by Section 1256 of the Code (“Section 1256 contracts”). Gains (or losses) on these contracts generally are considered to be 60% long-term and 40% short-term capital gains or losses (“60/40”), although foreign currency gains or losses arising from certain Section 1256 contracts may be treated as ordinary in character (see “Foreign Currency Transactions” below). Also, Section 1256 contracts held by a Fund at the end of each taxable year (and for purposes of the 4% excise tax, on certain other dates prescribed in the Code) are “marked-to-market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gains or losses are treated as ordinary or 60/40 gains or losses, as appropriate.

The tax treatment of a payment made or received on a swap to which a Fund is a party, and in particular whether such payment is, in whole or in part, capital or ordinary in character, will vary depending upon the terms of the particular swap contract.

Transactions in options, futures, forward contracts, swaps and certain positions undertaken by a Fund may result in “straddles” for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund, and losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that a Fund may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.

Because only a few regulations implementing the straddle rules have been promulgated, the consequences of such transactions to a Fund is not entirely clear. The straddle rules may increase the amount of short-term capital gain realized by a Fund, which is taxed as ordinary income when distributed to shareholders. Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders as ordinary income or long-term capital gain may be increased or decreased substantially as compared to a Fund that did not engage in such transactions.

More generally, investments by a Fund in options, futures, forward contracts, swaps and other derivative financial instruments are subject to numerous special and complex tax rules. These rules could

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affect whether gains and losses recognized by a Fund are treated as ordinary or capital, accelerate the recognition of income or gains to a Fund and defer or possibly prevent the recognition or use of certain losses by a Fund. The rules could, in turn, affect the amount, timing or character of the income distributed to shareholders by a Fund. In addition, because the tax rules applicable to such instruments may be uncertain under current law, an adverse determination or future IRS guidance with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a RIC and avoid a Fund-level tax.

CONSTRUCTIVE SALES

Under certain circumstances, a Fund may recognize gain from a constructive sale of an “appreciated financial position” it holds if it enters into a short sale, forward contract or other transaction that substantially reduces the risk of loss with respect to the appreciated position. In that event, the Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but would not recognize any loss) from the constructive sale. The character of gain from a constructive sale would depend upon each Fund’s holding period in the property. Appropriate adjustments would be made in the amount of any gain or loss subsequently realized on the position to reflect the gain recognized on the constructive sale. Loss from a constructive sale would be recognized when the property was subsequently disposed of, and its character would depend on the Fund’s holding period and the application of various loss deferral provisions of the Code. Constructive sale treatment does not generally apply to a transaction if such transaction is closed on or before the end of the 30th day after the close of the Fund’s taxable year and the Fund holds the appreciated financial position throughout the 60-day period beginning with the day such transaction closed. The term “appreciated financial position” excludes any position that is “marked-to-market.”

FOREIGN INVESTMENTS AND TAXES

Investment income and gains received by a Fund from foreign investments may be subject to foreign withholding and other taxes, which could decrease the Fund’s return on those investments. The effective rate of foreign taxes to which a Fund will be subject depends on the specific countries in which its assets will be invested and the extent of the assets invested in each such country and, therefore, cannot be determined in advance. If more than 50% of a Fund’s assets at year end consists of the securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portions of qualified taxes paid by the Fund to foreign countries in respect of foreign securities that the Fund has held for at least the minimum period specified in the Code. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes paid by the Fund. A shareholder’s ability to claim an offsetting foreign tax credit or deduction in respect of foreign taxes paid by the Fund is subject to certain limitations imposed by the Code, which may result in the shareholder’s not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. Even if a Fund were eligible to make such an election for a given year, it may determine not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest in a Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.

FOREIGN CURRENCY TRANSACTIONS

Gains or losses attributable to fluctuations in exchange rates that occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of the foreign currency between the acquisition and disposition of the position also are treated as ordinary income or loss. In certain circumstances, a Fund may elect to treat foreign currency gain or loss

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attributable to a forward contract, a futures contract or an option as capital gain or loss. Furthermore, foreign currency gain or loss arising from certain types of Section 1256 contracts is treated as capital gain or loss, although a Fund may elect to treat foreign currency gain or loss from such contracts as ordinary in character. These gains and losses, referred to under the Code as “Section 988” gains or losses, increase or decrease the amount of a Fund’s investment company taxable income available (and required) to be distributed to its shareholders as ordinary income. If a Fund’s Section 988 losses exceed other investment company taxable income during a taxable year, the Fund would not be able to make any ordinary dividend distributions, or distributions made before the losses were realized would be recharacterized as a return of capital to shareholders, rather than as ordinary dividends, thereby reducing each shareholder’s basis in his or her Fund Shares.

Certain of a Fund’s investments in derivative instruments and foreign currency-denominated instruments, and any of a Fund’s transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and its taxable income. If such a difference arises, and a Fund’s book income is less than its taxable income, the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment. In the alternative, if a Fund’s book income exceeds its taxable income (including realized capital gains), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.

COMMODITY-LINKED INSTRUMENTS AND INVESTMENT IN A CAYMAN ISLANDS SUBSIDIARY

As discussed above in “Investment in a Subsidiary”, the K-1 Free Crude Oil ETF (the “Parent Fund”) intends to achieve commodity exposure through investment in a wholly-owned foreign subsidiary (the “Subsidiary”). The Subsidiary is classified as a corporation and is treated as a “controlled foreign corporation” (“CFC”) for U.S. federal income tax purposes. The Parent Fund will limit its investments in its Subsidiary in the aggregate to 25% of the Parent Fund’s total assets. The Parent Fund does not expect that income from its investment in its Subsidiary will be eligible to be treated as qualified dividend income or that distributions from its Subsidiary will be eligible for the corporate dividends-received deduction.

It is expected that the Subsidiary will neither be subject to taxation on its net income in the same manner as a corporation formed in the United States nor subject to branch profits tax on the income and gain derived from its activities in the United States. A foreign corporation will generally not be subject to such taxation unless it is engaged in or is treated as engaged in a U.S. trade or business. The Subsidiary expects to operate in a manner such that it is not so engaged or so treated.

In general, a foreign corporation that is not engaged in and is not treated as engaged in a U.S. trade or business is nonetheless subject to tax at a flat rate of 30% (or lower tax treaty rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively connected with a U.S. trade or business. There is presently no tax treaty in force between the United States and the jurisdiction in which the Subsidiary is (or would be) resident that would reduce this rate of withholding tax. Income subject to such a flat tax is of a fixed or determinable annual or periodic nature and includes dividends and interest income. Certain types of income are specifically exempted from the 30% tax and thus withholding is not required on payments of such income to a foreign corporation. The 30% tax generally does not apply to capital gains (whether long-term or short-term) or to interest paid to a foreign corporation on its deposits with U.S. banks. The 30% tax also does not apply to interest which qualifies as “portfolio interest.” Very generally, the term portfolio interest includes U.S.-source interest (including OID) on an obligation in registered form, and with respect to which the person, who would otherwise be required to deduct and withhold the 30% tax, received the required statement that the beneficial owner of the obligation is not a U.S. person within the meaning of the Code.

As discussed in more detail below, FATCA (as defined below) generally imposes a reporting and 30% withholding tax regime with respect to certain U.S.-source income (“withholdable payments”) paid to

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“foreign financial institutions” and certain other non-U.S. entities when those entities fail to satisfy the applicable account documentation, information reporting, withholding, registration, certification and/or other requirements applicable to their status under FATCA. The Subsidiary will be subject to the 30% withholding tax in respect of any withholdable payment it receives if it fails to satisfy these requirements, as may be applicable. The Subsidiary expects to satisfy these requirements, as may be applicable to it, so as to avoid this additional 30% withholding. See “Certain Additional Reporting and Withholding Requirements” below for more discussion of these rules.

A U.S. person, including a Fund, who owns (directly or indirectly) 10% or more of the total combined voting power of all classes of stock of 10% or more of the total value of shares of all classes of stock of a foreign corporation is a “U.S. Shareholder” for purposes of the CFC provisions of the Code. A CFC is a foreign corporation that, on any day of its taxable year, is owned (directly, indirectly, or constructively) more than 50% (measured by voting power or value) by U.S. Shareholders. Because of its investment in its Subsidiary, the Parent Fund is a U.S. Shareholder in a CFC. As a U.S. Shareholder, the Parent Fund is required to include in gross income for U.S. federal income tax purposes for each taxable year of the Fund its pro rata share of its CFC’s “subpart F income” and any “global intangible low-taxed income” (“GILTI”) for the CFC’s taxable year ending within the Fund’s taxable year whether or not such income is actually distributed by the CFC. Subpart F income generally includes interest, OID, dividends, net gains from the disposition of stocks or securities, net gains from transactions (including futures, forward, and similar transactions) in commodities, receipts with respect to securities loans, and net payments received with respect to equity swaps and similar derivatives. GILTI generally includes the active operating profits of the CFC, reduced by a deemed return on the tax basis of the CFC’s depreciable tangible assets. Subpart F income and GILTI are treated as ordinary income, regardless of the character of the CFC’s underlying income. Net losses incurred by a CFC during a tax year do not flow through to an investing Fund and thus will not be available to offset income or capital gain generated from that Fund’s other investments. In addition, net losses incurred by a CFC during a tax year generally cannot be carried forward by the CFC to offset gains realized by it in subsequent taxable years. To the extent the Parent Fund invests in its Subsidiary and recognizes subpart F income or GILTI in excess of actual cash distributions from such the Subsidiary, if any, it may be required to sell assets (including when it is not advantageous to do so) to generate the cash necessary to distribute as dividends to its shareholders all of its income and gains and therefore to eliminate any tax liability at the Fund level.

A Parent Fund’s recognition of any subpart F income or GILTI from an investment in its Subsidiary will increase the Fund’s tax basis in the subsidiary. Distributions by a Subsidiary to a Parent Fund, including in redemption of its Subsidiary’s shares, will be tax free, to the extent of its Subsidiary’s previously undistributed subpart F income or GILTI, and will correspondingly reduce the Fund’s tax basis in its Subsidiary, and any distributions in excess of the Fund’s tax basis in its Subsidiary will be treated as realized gain. Any losses with respect to the Fund’s shares of its Subsidiary will not be currently recognized. A Parent Fund’s investment in its Subsidiary will potentially have the effect of accelerating the Fund’s recognition of income and causing its income to be treated as ordinary income, regardless of the character of such subsidiary’s income. If a net loss is realized by a Subsidiary, such loss is generally not available to offset the income earned by a Parent Fund. In addition, the net losses incurred during a taxable year by a Subsidiary cannot be carried forward by such Subsidiary to offset gains realized by it in subsequent taxable years. The Parent Fund will not receive any credit in respect of any non-U.S. tax borne by a Subsidiary.

Under Treasury regulations, subpart F inclusions included in a Parent Fund’s annual income for U.S. federal income purposes will constitute qualifying income to the extent it is either (i) timely and currently repatriated or (ii) derived with respect to the Parent Fund’s business of investing in stock, securities or currencies.

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MASTER LIMITED PARTNERSHIPS

A Fund’s ability to invest in MLPs that are treated as qualified publicly traded partnerships (“QPTPs”) for federal income tax purposes is limited by the Fund’s intention to qualify as a RIC, and if the Fund does not appropriately limit such investments or if such investments are recharacterized for U.S. tax purposes, the Fund’s status as a RIC may be jeopardized. Among other limitations, a Fund is permitted to have no more than 25% of the value of its total assets invested, including through corporations in which the Fund owns a 20% or more voting stock interest, in QPTPs including MLPs. A Fund’s investments in MLPs potentially will result in distributions from that Fund (i) constituting returns of capital not included in a shareholder’s income but reducing the shareholder’s tax basis in his or her shares; (ii) attributable to gain recognized that is recharacterized as ordinary income and, therefore, not offset by capital losses; or (iii) taxable to such shareholder even though they represent appreciation realized by that Fund prior to the shareholder’s investment therein. That Fund’s investments in MLPs will also potentially cause it to recognize taxable income on its investments in excess of the cash generated thereby, and therefore require the Fund to sell investments, including when not otherwise advantageous to do so, in order to satisfy the distribution requirements for treatment as a RIC and to eliminate a Fund-level tax.

INVESTMENTS IN EXCHANGE-TRADED FUNDS

A Fund may invest in exchange-traded funds, including exchange-traded funds registered under the 1940 Act (“Underlying ETFs”). Some such Underlying ETFs will be treated as regulated investment companies for federal income tax purposes (each such Underlying ETF, an “Underlying RIC”). In such cases, a Fund’s income and gains will normally consist, in whole or part, of dividends and other distributions from the Underlying RICs and gains and losses on the disposition of shares of the Underlying RICs. The amount of income and capital gains realized by a Fund and in turn a Fund’s shareholders in respect of the Fund’s investments in Underlying RICs may be greater than such amounts would have been had the Fund invested directly in the investments held by the Underlying RICs, rather than in the shares of the Underlying RICs. Similarly, the character of such income and gains (e.g., long-term capital gain, eligibility for the dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the investments held by the Underlying RICs.

To the extent that an Underlying RIC realizes net losses on its investments for a given taxable year, a Fund that invests in the Underlying RIC will not be able to benefit from those losses until and only to the extent that (i) the Underlying RIC realizes gains that it can reduce by those losses, or (ii) the Fund recognizes its share of those losses when it disposes of shares in the Underlying RIC in a transaction qualifying for sale or exchange treatment. Moreover, when a Fund makes such a disposition, any loss it recognizes will be a capital loss. A Fund will not be able to offset any capital losses from its dispositions of shares of the Underlying RIC against its ordinary income (including distributions deriving from net short-term capital gains realized by the Underlying RIC). In addition, a portion of such capital loss may be long-term, which will first offset the Fund’s capital gains, increasing the likelihood that the Fund’s short-term capital gains will be distributed to shareholders as ordinary income.

In the event that a Fund invests in an Underlying RIC that is not publicly offered within the meaning of the Code, the Fund’s redemption of shares of such Underlying RIC may cause the Fund to be treated as receiving a dividend taxable as ordinary income on the full amount of the redemption instead of being treated as realizing capital gain (or loss) on the redemption of the shares of the Underlying RIC.

A Fund may invest in one or more exchange-traded funds that invest in commodities or options, futures, or forwards with respect to commodities, and are treated as QPTPs for federal income tax purposes. As noted above, a Fund is limited to investing no more than 25% of the value of its total assets in the

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securities of one or more QPTPs. Although income from QPTPs is generally qualifying income, if an ETF intending to qualify as a QPTP fails to so qualify and is treated as a partnership for U.S. federal income tax purposes, a portion of its income may not be qualifying income. It is also possible that an ETF intending to qualify as a QPTP will be treated as a corporation for federal income tax purposes. In such a case, it will be potentially liable for an entity-level corporate income tax, which will adversely affect the return thereon. There can be no guarantee that any ETF will be successful in qualifying as a QPTP. In addition, there is little regulatory guidance concerning the application of the rules governing qualification as a QPTP, and it is possible that future guidance may adversely affect the qualification of ETFs as QPTPs. A Fund’s ability to pursue an investment strategy that involves investments in QPTPs may be limited by that Fund’s intention to qualify as a RIC, and may bear adversely on that Fund’s ability to so qualify.

A Fund may invest in exchange-traded funds that are organized as trusts and that invest in crypto assets. An exchange-traded trust is a pooled trust that may invest, among other commodities, in crypto assets, and issues shares that are traded on a securities exchange. When the pool of underlying assets is fixed, exchange traded trusts are treated as transparent for U.S. federal income tax purposes, and thus, the Fund will be treated as holding its share of an exchange traded trust’s assets for purpose of determining whether the Fund meets the 90% gross income test described above. As with other investments in crypto assets, investments in exchange traded trusts may generate non-qualifying income for purposes of this test. As a result, a Fund’s investments in exchange traded trusts can be limited by the Fund’s intention to qualify as a RIC, and can bear adversely on the Fund’s ability to so qualify.

PASSIVE FOREIGN INVESTMENT COMPANIES

A Fund may invest in shares of foreign corporations that are classified under the Code as passive foreign investment companies (“PFICs”). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets, or 75% or more of its gross income is investment-type income. Certain distributions from a PFIC, as well as gain from the sale of PFIC shares, are treated as “excess distributions.” Excess distributions are taxable as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gains. In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC shares. If a Fund receives an excess distribution with respect to PFIC stock, the Fund will itself be subject to tax on the portion of an excess distribution that is allocated to prior taxable years without the ability to reduce such tax by making distributions to Fund shareholders, and an interest factor will be added to the tax as if the tax had been payable in such prior taxable years.

A Fund may be eligible to elect alternative tax treatment with respect to PFIC shares. Under an election that currently is available in some circumstances, a Fund generally would be required to include in its gross income its share of the ordinary income and net capital gains of a PFIC on a current basis, regardless of whether distributions were received from the PFIC in a given year. If this election were made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Another election would involve marking to market a Fund’s PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated and reported as though they were realized as ordinary income on the last day of the taxable year. Any mark-to-market losses and any loss from an actual disposition of PFIC shares would be deductible by the Fund as ordinary losses to the extent of any net mark-to-market gains included in income in prior years. Making either of these two elections may require a Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirements, which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by PFICs will not be eligible to be treated as “qualified dividend income.” Because it is not always possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges described above in some instances.

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MORTGAGE POOLING VEHICLES

A Fund may invest directly or indirectly in residual interests in real estate mortgage conduits (“REMICs”) (including by investing in residual interests in collateralized mortgage obligations (“CMOs”) with respect to which an election to be treated as a REMIC is in effect) or taxable mortgage pools (“TMPs”). Under a Notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Fund’s income (including income allocated to the Fund from a REIT or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. This Notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a Fund investing in such interests may not be a suitable investment for charitable remainder trusts (see Unrelated Business Taxable Income, below).

In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (“UBTI”) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a return and pay tax on such income, and (iii) in the case of a foreign shareholder (defined below), will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to income tax on such inclusions without reference to any exemption therefrom otherwise available under the Code.

UNRELATED BUSINESS TAXABLE INCOME

Under current law, income of a RIC that would be treated as UBTI if earned directly by a tax-exempt entity generally will not be attributed as UBTI to a tax-exempt entity that is a shareholder in the RIC. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if Shares in a Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).

A tax-exempt shareholder may also recognize UBTI if a Fund recognizes “excess inclusion income” (as described above) derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by the Fund). In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in Section 664 of the Code) that realizes any UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a Fund that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a Share in a Fund that recognizes “excess inclusion income,” then the Fund will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, each Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. Each Fund has not yet determined whether such an election will be made.

CRTs and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a Fund.

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BACKUP WITHHOLDING

Each Fund may be required to withhold federal income tax (“backup withholding”) from dividends and capital gains distributions paid to shareholders. Federal tax will be withheld if (1) the shareholder fails to furnish the Fund with the shareholder’s correct taxpayer identification number or social security number, (2) the IRS notifies the shareholder or the Fund that the shareholder has failed to report properly certain interest and dividend income to the IRS and to respond to notices to that effect, or (3) when required to do so, the shareholder fails to certify to the Fund that he or she is not subject to backup withholding. Any amounts withheld under the backup withholding rules may be credited against the shareholder’s federal income tax liability.

In order for a foreign investor to qualify for exemption from the backup withholding tax rates and for reduced withholding tax rates under income tax treaties, the foreign investor must comply with special certification and filing requirements. Foreign investors in a Fund should consult their tax advisors in this regard.

NON-U.S. SHAREHOLDERS

Distributions by a Fund to a shareholder that is not a “United States person” within the meaning of the Code (such a shareholder, a “foreign shareholder”) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, and (3) interest-related dividends, each as defined and subject to certain conditions described below, generally are not subject to withholding of U.S. federal income tax.

In general, the Code defines (1) “short-term capital gain dividends” as distributions of net short-term capital gains in excess of net long-term capital losses and (2) “interest-related dividends” as distributions from U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by a Fund in a written notice to shareholders.

The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the foreign shareholder of a trade or business within the United States under special rules regarding the disposition of U.S. real property interests as described below. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (A) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (C) that is within certain foreign countries that have inadequate information exchange with the United States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation. If a Fund invests in a RIC that pays Capital Gain Dividends, short-term capital gain dividends or interest-related dividends to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to foreign shareholders. A Fund is permitted to report such part of its dividends as interest-related and/or short-term capital gain dividends as are eligible, but is not required to do so.

In order to qualify for the withholding exemptions for Capital Gain Dividends interest-related and short-term capital gain dividends, a foreign shareholder is required to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing the applicable W-8 form or substitute form). In the case of shares held through an intermediary, the intermediary may withhold even if the Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders. Foreign shareholders should consult their tax advisors or intermediaries, as applicable, regarding the application of these rules to their accounts.

Distributions by the Fund to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends and interest-related dividends (e.g., dividends attributable to foreign-source dividend

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and interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).

If a beneficial owner of Fund shares who or which is a foreign shareholder has a trade or business in the United States, and income from the Fund is effectively connected with the conduct by the beneficial owner of that trade or business, such income will be subject to U.S. federal net income taxation at regular income tax rates and, in the case of a foreign corporation, may also be subject to a branch profits tax.

In general, a beneficial owner of Fund shares who or which is a foreign shareholder is not subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on a sale of shares of the Fund unless (i) such gain is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply to the foreign shareholder’s sale of shares of the Fund (as described below).

If a shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.

Special rules would apply if a Fund were a qualified investment entity (“QIE”) because it is either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition of USRPIs described below. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs generally are defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a USRPHC in the last five years. Interests in domestically controlled QIEs, including RICs that are QIEs, not-greater-than-5% interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining whether a Fund is a QIE.

If an interest in a Fund were a USRPI, the Fund would be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in connection with the redemption.

If a Fund were a QIE, under a special “look-through” rule, any distributions by the Fund to a foreign shareholder (including, in certain cases, distributions made by the Fund in redemption of its shares) attributable directly or indirectly to (i) distributions received by the Fund from a lower-tier RIC that the Fund is required to treat as USRPI gain in its hands and (ii) gains realized on the disposition of USRPIs by the Fund would retain their character as gains realized from USRPIs in the hands of the Fund’s foreign shareholders and would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholder’s current and past ownership of the Fund.

Foreign shareholders of a Fund also may be subject to “wash sale” rules to prevent the avoidance of the tax-filing and -payment obligations discussed above through the sale and repurchase of Fund Shares.

Foreign shareholders should consult their tax advisors and, if holding Shares through intermediaries, their intermediaries, concerning the application of these rules to an investment in a Fund.

116

CERTAIN ADDITIONAL REPORTING AND WITHHOLDING REQUIREMENTS

Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder (collectively, “FATCA”) generally require a Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an “IGA”). If a shareholder fails to provide this information or otherwise fails to comply with FATCA or an IGA, a Fund or its agent may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on ordinary dividends it pays to such shareholder. The IRS and the U.S. Treasury have issued proposed regulations providing that these withholding rules will not be applicable to the gross proceeds of share redemptions or Capital Gain Dividends the Fund pays. If a payment by a Fund is subject to FATCA withholding, the Fund or its agent is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above (e.g., short-term capital gain dividends and interest-related dividends).

Each prospective investor is urged to consult its tax advisor regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investor’s own situation, including investments through an intermediary.

REPORTING REQUIREMENTS REGARDING FOREIGN BANK AND FINANCIAL ACCOUNTS

Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of a Fund could be required to report annually their “financial interest” in the Fund’s “foreign financial accounts,” if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Shareholders should consult a tax advisor, and persons investing in a Fund through an intermediary should contact their intermediary, regarding the applicability to them of this reporting requirement.

TAX EQUALIZATION

Each Fund intends to distribute its net investment income and capital gains to shareholders at least annually to qualify for treatment as a RIC under the Code. Under current law, provided a Fund is not treated as a “personal holding company” for U.S. federal income tax purposes, the Fund is permitted to treat on its tax return as dividends paid the portion of redemption proceeds paid to redeeming shareholders that represents the redeeming shareholders’ portion of the Fund’s accumulated earnings and profits. This practice, called tax “equalization,” reduces the amount of income and/or gains that a Fund is required to distribute as dividends to non-redeeming shareholders. Tax equalization is not available to a Fund treated as a personal holding company. The amount of any undistributed income and/or gains is reflected in the value of a Fund’s Shares. The total return on a shareholder’s investment will generally not be reduced as a result of a Fund’s use of this practice.

PERSONAL HOLDING COMPANY STATUS

A Fund will be a personal holding company for federal income tax purposes if 50% or more of the Fund’s shares are owned, at any time during the last half of the Fund’s taxable year, directly or indirectly by five or fewer individuals. For this purpose, the term “individual” includes pension trusts, private foundations and certain other tax-exempt trusts. If a Fund becomes a personal holding company, it may be subject to a tax of 20% on all its investment income and on any net short-term gains not distributed to shareholders on or before the fifteenth day of the third month following the close of the Fund’s taxable year. In addition, the Fund’s status as a personal holding company may limit the ability of the Fund to distribute dividends with respect to a taxable year in a manner qualifying for the dividends-paid deduction subsequent to the end of the taxable year and will prevent the Fund from using tax equalization, which may result in the Fund paying a fund-level income tax. Each Fund intends to distribute all of its income and gain in timely manner such that it will not be subject to an income tax or an otherwise applicable personal holding company tax, but there can be no assurance that a Fund will be successful in doing so each year. There can be no assurance that a Fund is not nor will not become a personal holding company.

117

TAX SHELTER DISCLOSURE

Under U.S. Treasury regulations, if a shareholder recognizes a loss with respect to the Fund’s Shares of at least $2 million in any single taxable year or $4 million in any combination of taxable years, or at least $10 million in any taxable year or $20 million in any combination of taxable years for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but, under current guidance, shareholders of a RIC are not excepted. This filing requirement applies even though, as a practical matter, any such loss would not, for example, reduce the taxable income of an insurance company. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

CREATION AND REDEMPTION OF CREATION UNITS

An Authorized Participant who exchanges securities for Creation Units generally will recognize a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. An Authorized Participant who redeems Creation Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of any securities received plus the amount of any cash received for such Creation Units. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the shares have been held for more than one year and as short-term capital gain or loss if the shares have been held for one year or less. Authorized Participants that are “dealers in securities” for U.S. federal income tax purposes are subject to different rules with respect to holding, acquiring and disposing of securities, including Creation Units. Any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if the shares have been held for more than one year and as short-terms capital gain or loss if the shares have been held for one year or less.

Authorized Participants that are “dealers in securities” for U.S. federal income tax purposes are subject to different rules with respect to holding, acquiring and disposing of securities, including Creation Units. Persons purchasing or redeeming Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or redemption transaction.

OTHER TAX INFORMATION

The foregoing discussion is primarily a summary of certain U.S. federal income tax consequences of investing in a Fund based on the law in effect as of the date of this SAI. The discussion does not address in detail special tax rules applicable to certain classes of investors, such as, among others, IRAs and other retirement plans, tax-exempt entities, foreign investors, insurance companies, banks and other financial institutions, and investors making in-kind contributions to a Fund. Such shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. You should consult your tax advisor for more information about your own tax situation, including possible other federal, state, local and, where applicable, foreign tax consequences of investing in a Fund.

118

OTHER INFORMATION

Regular International Holidays

For each intervening holiday in the applicable foreign market that is not a holiday observed by the U.S. equity markets, the redemption settlement cycle will be extended by the number of days of such intervening holiday. In addition to holidays, other unforeseeable closings in a foreign market, including due to regulatory action, may also prevent a Fund from delivering securities within the normal settlement period.

In certain circumstances, the securities delivery cycles currently practicable for transferring portfolio securities to redeeming investors, coupled with foreign market holiday schedules, will require a delivery process longer than seven calendar days. The holidays applicable to various countries during such periods are listed below, as are instances where more than seven days will be needed to deliver redemption proceeds. Although certain holidays may occur on different dates in subsequent years, the number of days required to deliver redemption proceeds in any given year is not expected to exceed the maximum number of days listed below for each Fund. The proclamation of new holidays, the treatment by market participants of certain days as “informal holidays” (e.g., days on which no or limited securities transactions occur, as a result of substantially shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect the information set forth herein.

The dates for the period October 1, 2024 through September 30, 2025 in which the regular holidays affecting the relevant securities markets of the below listed countries. Please note that these are the expected holidays and that not all exchanges have announced their 2025 calendars as of September 1, 2024. These holiday schedules are subject to potential changes in the relevant securities markets. In certain countries (for example, China) some exchanges may have holidays not found in the other exchanges.

October 1, 2024 – September 30, 2025

Argentina	Australia	Bahrain	Belgium	Bermuda	Brazil	Canada
October 11	December 25	December 16	October 21	November 11	November 15	October 14
October 14	December 26	December 17	November 8	December 25	November 20	November 11
November 6	January 1	January 1	November 18	December 26	December 25	November 28
November 11	January 27	March 30	December 13	January 1	December 31	November 29
November 18	April 18	March 31	March 17	April 18	January 1	February 19
November 28	April 21	April 1	April 28	May 23	March 3	December 25
December 25	April 25	May 1	June 23	June 16	March 4	December 26
January 1		June 8	July 21	July 31	April 18	January 1
January 20		June 9	September 22	August 1	April 21	January 20
February 17		June 26		September 1	May 1	February 17
March 3		July 6			June 19	April 18
March 24		July 7				May 19
April 2		September 4				May 26
April 17						June 19
April 18						July 1
May 1						July 4
May 26						August 4
June 16						September 1
June 19						September 30
June 20
July 4
July 9
August 18
September 1

119

Cayman Islands	Chile	China	Colombia	Costa Rica	Croatia	Denmark
November 11	October 17	October 2	October 14	December 25	November 1	December 24
December 25	December 17	October 3	November 4	December 31	November 18	December 25
December 26	July 29	October 4	November 11	January 1	December 25	December 26
January 1	March 25	October 5	December 25	April 11	December 26	December 31
January 27	May 8	October 7	December 31	April 17	January 1	January 1
March 5	June 11	January 1	January 1	April 18	January 6	April 17
April 18	July 16	January 28	January 6	May 1	April 21	April 18
April 21	September 2	January 29	March 24	July 25	May 1	April 21
May 5	May 21	January 30	April 17	August 15	May 30	May 29
May 19	June 20	January 31	April 18	September 15	June 19	May 30
June 16	July 16	February 3	May 1		August 5	June 5
July 7		April 4	June 2		August 15	June 9
		May 1	June 23
		May 2	June 30
		May 5	August 7
		June 2	August 18

120

Ecuador	Egypt	France	Germany	Hong Kong	Hungary	India
October 11	October 6	December 25	December 25	October 1	October 23	October 2
November 1	January 1	December 26	December 26	October 11	November 1	October 31
November 4	January 7	December 31	December 31	December 25	December 24	November 2
December 25	March 30	January 1	January 1	December 26	December 25	December 25
January 1	March 31	April 18	April 18	January 1	December 26	January 14
March 3	April 1	April 21	April 21	January 29	January 1	February 26
March 4	April 20	May 1	May 1	January 30	April 21	March 14
April 18	April 21			January 31	May 1	March 31
May 2	May 1			April 4	May 2	April 1
May 23	June 5			April 18	June 9	April 14
July 25	June 8			April 21	August 20	June 7
August 11	June 9			May 1		August 15
	June 26			May 5		August 16
	June 30			July 1		August 27
	July 1
	July 23
	September 4

121

Indonesia	Ireland	Italy	Japan	Kazakhstan	Korea, Republic of	Lebanon
December 25	October 28	December 24	October 14	October 25	October 3	November 22
December 26	December 25	December 25	November 4	December 16	October 9	December 25
January 1	December 26	December 26	December 31	January 1	December 25	December 31
January 27	December 27	December 31	January 1	January 2	January 1	January 1
January 29	January 1	January 1	January 2	January 3	January 28	January 6
March 28	February 3	April 18	January 3	January 7	January 29	February 14
March 31	March 17	April 21	January 13	March 10	January 30	March 25
April 1	April 18	May 1	February 11	March 21	March 3	March 31
April 2	April 21	August 15	February 24	March 24	May 1	April 1
April 3	May 5		March 20	March 25	May 5	April 18
April 18	June 2		April 29	May 1	May 6	April 21
May 1	August 8		May 5	May 2	June 6	May 1
May 12			May 6	May 7	August 15	June 6
May 29			July 21	May 8		June 26
June 6			August 11	May 9		August 4
June 27			September 15	June 6		August 15
September 5			September 23	July 7		September 4
				September 1

122

Luxembourg	Malaysia	Malta	Mexico	Netherlands	New Zealand	Oman
November 1	October 31	December 13	October 1	December 25	October 28	November 27
December 25	December 25	December 25	November 18	December 26	December 25	November 28
December 26	January 1	December 26	December 25	January 1	December 26	January 28
January 1	January 29	January 1	January 1	April 18	January 1	March 30
April 18	January 30	February 10	February 3	April 21	January 2	March 31
April 21	February 11	March 19	March 17	May 5	January 27	April 1
May 1	March 18	March 31	April 17	May 29	February 6	April 2
May 9	March 31	April 18	April 18	June 9	April 18	June 5
May 29	April 1	April 21	May 1		April 21	June 8
June 9	May 1	May 1	May 5		April 25	June 29
June 23	May 12	August 15	September 16		June 2	September 7
August 15	June 2	September 8			June 20
	June 27
	September 1
	September 5
	September 16

123

Panama	Philippines	Poland	Qatar	Romania	Russia	Saudi Arabia
October 14	November 1	November 1	December 18	December 25	November 4	February 23
November 4	December 24	November 11	January 1	December 26	December 31	March 30
November 5	December 25	December 24	February 11	January 1	January 1	March 31
November 11	December 30	December 25	March 2	January 2	January 2	April 1
November 28	December 31	December 26	March 30	January 6	January 7	June 5
December 9	January 1	December 31	March 31	January 7	March 10	June 8
December 20	January 29	January 1	April 1	January 24	May 1	September 23
December 25	February 25	January 6	April 2	April 18	May 9
January 1	March 31	April 18	April 3	April 21	June 12
January 9	April 9	April 21	June 5	May 1
January 20	April 17	May 1	June 8	June 9
February 17	April 18	June 19	June 9	August 15
March 3	May 1	August 15	June 10
March 4	May 12
March 5	June 6
April 18	June 12
May 1	August 21
May 26	August 25
June 19
July 4
September 1

124

Serbia	Singapore	South Africa	Spain	Sri Lanka	Sweden	Switzerland
November 11	October 31	December 16	October 9	October 17	December 24	December 24
January 1	December 25	December 25	November 11	October 31	December 25	December 25
January 2	January 1	December 26	December 6	November 15	December 26	December 26
January 7	January 29	January 1	December 25	December 25	December 31	December 31
February 17	January 30	March 21	January 1	January 13	January 1	January 1
April 18	March 31	April 18	January 6	January 14	January 6	January 2
April 21	April 18	April 21	March 19	February 4	April 18	April 18
May 1	May 1	April 28	April 18	February 12	April 21	April 21
May 2	May 12	May 1	April 21	February 26	May 1	May 1
		June 16	May 1	March 13	May 29	May 29
		September 24	June 23	March 31	June 6	June 9
			June 24	April 14	June 20	August 1
			August 15	April 15
				April 18
				May 1
				May 12
				May 13
				June 10
				July 10
				August 8
				September 5

125

Taiwan	Thailand	Turkey	Ukraine	United Arab Emirates	United Kingdom
October 10	October 14	October 29	January 1	December 2	December 25
January 1	October 23	January 1	January 2	December 3	December 26
January 23	December 5	March 31	March 10	January 1	December 27
January 24	December 10	April 1	April 21	March 31	December 30
January 27	December 31	April 23	May 1	April 1	December 31
January 28	January 1	May 1	May 8	June 5	January 1
January 29	February 12	May 19	May 9	June 6	April 18
January 30	April 7	June 6	June 9	June 26	April 21
January 31	April 14	June 9	June 30	September 4	May 5
February 28	April 15	July 15	July 14		May 26
April 3	May 1		July 15		August 25
April 4	May 5		August 25
May 1	May 12
May 30	June 3
	July 10
	July 28
	August 12

The longest redemption cycle for a Fund is a function of the longest redemption cycle among the countries whose stocks comprise a Fund. Under certain conditions, a Fund may pay redemption proceeds more than seven days after the tender of a Creation Unit for redemption, but generally a Fund will not take more than fourteen calendar days from the date of the tender to pay redemption proceeds.

RATING SERVICES

The ratings of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group, Fitch Investor Services, and DBRS, Inc. represent their opinions as to the quality of the securities that they undertake to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute standards of quality. A description of the ratings used herein and in the Prospectus is set forth in Appendix A to this SAI.

126

INDEX PROVIDERS

BLOOMBERG

“BLOOMBERG®” AND “BLOOMBERG COMMODITY BALANCED WTI CRUDE OIL INDEXSM ARE SERVICE MARKS OF BLOOMBERG FINANCE L.P. AND ITS AFFILIATES, INCLUDING BLOOMBERG INDEX SERVICES LIMITED (“BISL”), THE ADMINISTRATOR OF THE INDICES (COLLECTIVELY, “BLOOMBERG”) AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY PROSHARE ADVISORS, LLC (THE “LICENSEE”).

The ProShares K-1 Free Crude Oil ETF (the “Fund”) is not sponsored, endorsed, sold or promoted by Bloomberg. Bloomberg does not make any representation or warranty, express or implied, to the owners of or counterparties to the Fund or any member of the public regarding the advisability of investing in securities or commodities generally or in the Fund particularly. The only relationship of Bloomberg to the Licensee is the licensing of certain trademarks, trade names and service marks and of the Bloomberg Commodity Balanced WTI Crude Oil IndexSM, which is determined, composed and calculated by BISL without regard to the Licensee or the Fund. Bloomberg has no obligation to take the needs of the Licensee or the owners of the Fund into consideration in determining, composing or calculating the Bloomberg Commodity Balanced WTI Crude Oil IndexSM. Bloomberg is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Fund to be issued or in the determination or calculation of the equation by which the Fund is to be converted into cash. Bloomberg shall not have any obligation or liability, including, without limitation, to the Fund’s customers, in connection with the administration, marketing or trading of the Fund.

The Prospectus and SAI relate only to the Fund and do not relate to the exchange-traded physical commodities underlying any of the Bloomberg Commodity Balanced WTI Crude Oil IndexSM components. Purchasers of the Fund should not conclude that the inclusion of a futures contract in the Bloomberg Commodity Balanced WTI Crude Oil IndexSM is any form of investment recommendation of the futures contract or the underlying exchange-traded physical commodity by Bloomberg. The information in the Prospectus and SAI regarding the Bloomberg Commodity Balanced WTI Crude Oil IndexSM components has been derived solely from publicly available documents. Bloomberg has not made any due diligence inquiries with respect to the Bloomberg Commodity Balanced WTI Crude Oil IndexSM components in connection with the Fund. Bloomberg makes no representation that these publicly available documents or any other publicly available information regarding the Bloomberg Commodity Balanced WTI Crude Oil IndexSM components, including without limitation a description of factors that affect the prices of such components, are accurate or complete.

BLOOMBERG DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. BLOOMBERG DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE FUND OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA RELATED THERETO. BLOOMBERG DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, TO THE MAXIMUM EXTENT ALLOWED BY LAW, BLOOMBERG, ITS LICENSORS, AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INJURY OR DAMAGES WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHERWISE ARISING IN CONNECTION WITH THE BLOOMBERG COMMODITY BALANCED WTI CRUDE OIL INDEXSM OR ANY DATA OR VALUES RELATING THERETO WHETHER ARISING FROM THEIR NEGLIGENCE OR OTHERWISE, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

127

Intercontinental Exchange, Inc.

Each of ProShares Ultra 7-10 Year Treasury, ProShares Short 7-10 Year Treasury, ProShares UltraShort 7-10 Year Treasury, ProShares Ultra 20+ Year Treasury, ProShares Short 20+ Year Treasury, ProShares UltraShort 20+ Year Treasury, and ProShares UltraPro Short 20+ Year Treasury is based in whole, or in part, on the ICE U.S. 7-10 Year Bond Index, or ICE U.S. 20+ Year Bond Index, as applicable, owned by Intercontinental Exchange, Inc. or its affiliates and is used by ProShare Advisors with permission under license by Interactive Data Pricing and Reference Data, LLC, an affiliate of Intercontinental Exchange, Inc. (“Interactive Data”). ICE U.S. 7-10 Year Bond Index™ and ICE U.S. 20+ Year Bond Index™ (collectively, the “Indices”) are trademarks of Intercontinental Exchange, Inc. and its affiliates and used under license.

The Indices are maintained by Interactive Data Pricing and Reference Data LLC and/or its affiliates (collectively, “Interactive Data”). Interactive Data is not affiliated with ProShares Trust or any of its affiliates. ProShares Trust or its affiliates has entered into a license agreement with Interactive Data to use the Indices.

Neither ProShares Trust nor ProShares Ultra 7-10 Year Treasury, ProShares Short 7-10 Year Treasury, ProShares UltraShort 7-10 Year Treasury, ProShares Ultra 20+ Year Treasury, ProShares Short 20+ Year Treasury, ProShares UltraShort 20+ Year Treasury, or ProShares UltraPro Short 20+ Year Treasury is sponsored, endorsed, sold or promoted by Interactive Data. Interactive Data makes no representations or warranties regarding ProShares Trust or, ProShares Ultra 7-10 Year Treasury, ProShares Short 7-10 Year Treasury, ProShares UltraShort 7-10 Year Treasury, ProShares Ultra 20+ Year Treasury, ProShares Short 20+ Year Treasury, ProShares UltraShort 20+ Year Treasury, or ProShares UltraPro Short 20+ Year Treasury or the ability of, ProShares Ultra 7-10 Year Treasury, ProShares Short 7-10 Year Treasury, ProShares UltraShort 7-10 Year Treasury, ProShares Ultra 20+ Year Treasury, ProShares Short 20+ Year Treasury, ProShares UltraShort 20+ Year Treasury, or ProShares UltraPro Short 20+ Year Treasury to track the applicable Index.

INTERACTIVE DATA MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ICE U.S. 7-10 YEAR BOND INDEX™ AND ICE U.S. 20+ YEAR BOND INDEX™ OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL INTERACTIVE DATA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

BofA Merrill Lynch

The Shares are not sponsored, endorsed, sold or promoted by BofA Merrill Lynch. Neither BofA Merrill Lynch nor any of Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., Standard & Poor’s Financial Services LLC, MSCI, Inc. or Frank Russell Company (the “Exchanges and Entities”) have passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Shares, nor do they make any representation or warranty, express or implied, to the owners of the Shares or any member of the public regarding the advisability of investing in securities generally or in the Shares particularly or the ability of the Index to track general hedge fund performance. BofA Merrill Lynch’s and the Exchanges and Entities’ only relationship to the Trust is the licensing of certain trademarks and trade names of BofA Merrill Lynch and the Exchanges and Entities and of the Index, which indices are determined, composed and calculated by BofA Merrill Lynch without regard to the Trust or the Shares. BofA Merrill Lynch and the Exchanges and Entities have no obligation to take the needs of the Trust or the owners of the Shares into consideration in determining, composing or calculating the Index. BofA Merrill Lynch and the Exchanges and Entities are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Shares to be issued or in the determination or calculation of the equation by which the Shares are to be converted into or redeemed for cash or other assets. BofA Merrill Lynch and the Exchanges and Entities have no obligation or liability in connection with the administration, marketing or trading of the Shares.

128

BOFA MERRILL LYNCH AND THE EXCHANGES AND ENTITIES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN AND BOFA MERRILL LYNCH AND THE EXCHANGES AND ENTITIES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. BOFA MERRILL LYNCH AND THE EXCHANGES AND ENTITIES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY TRUST, OWNERS OF THE SHARES OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN. BOFA MERRILL LYNCH AND THE EXCHANGES AND ENTITIES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BOFA MERRILL LYNCH OR THE EXCHANGES AND ENTITIES HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

The BofA Merrill Lynch Marks are trademarks of Merrill Lynch, Pierce, Fenner & Smith Incorporated or its affiliates and have been licensed for use by Trust. S&P, MSCI and Russell, respectively, are trademarks of Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. and Standard & Poor’s Financial Services LLC, MSCI, Inc. and Frank Russell Company and have been licensed for use by BofA Merrill Lynch.

Credit Suisse

CREDIT SUISSE SECURITIES (USA) LLC AND ITS AFFILIATES (COLLECTIVELY, “CREDIT SUISSE”) DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX, OR ANY DATA INCLUDED THEREIN AND CREDIT SUISSE SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. CREDIT SUISSE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE CREDIT SUISSE INDEXES OR ANY DATA INCLUDED THEREIN. CREDIT SUISSE MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE CREDIT SUISSE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL CREDIT SUISSE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FactSet Research Systems, Inc.

ProShares Big Data Refiners ETF, ProShares On-Demand ETF, ProShares Supply Chain Logistic ETF and ProShares Pet Care ETF (the “FactSet Funds”) are not sponsored, endorsed, sold or promoted by FactSet Research Systems Inc. (“FactSet”). FactSet makes no representation or warranty, express or implied, to the owners of the FactSet Funds or any member of the public regarding the advisability of investing in securities generally or in the FactSet Funds particularly or the ability of the FactSet Big Data Refiners Index, FactSet On-Demand Index, FactSet Pet Care EW Index and FactSet Supply Chain Logistics Index (the “FactSet Indexes”) to track general stock market performance. FactSet’s only relationship to ProShare Advisors (“Factset Licensee”) is the licensing of certain trademarks and trade names of FactSet and of the FactSet Indexes which are determined, composed and calculated by FactSet without regard to the Factset Licensee or the FactSet Funds. FactSet has no obligation to take the needs of the Factset Licensee or the owners of the FactSet Funds into consideration in determining, composing or calculating the Index. FactSet is not responsible for and has not participated in the determination of the prices and amount of the FactSet Funds or the timing of the issuance or sale of the FactSet Funds or in the determination or calculation of the equation by which the FactSet Funds are to be converted into cash. FactSet has no obligation or liability in connection with the administration, marketing or trading of the FactSet Funds.

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FACTSET DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE FACTSET INDEXES OR ANY DATA INCLUDED THEREIN AND FACTSET SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. FACTSET MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY FACTSET LICENSEE, OWNERS OF THE FACTSET FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE FACTSET INDEXES OR ANY DATA INCLUDED THEREIN. FACTSET MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE FACTSET INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL FACTSET HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FTSE

ProShares Ultra, Short and UltraShort FTSE China 50 and ProShares Ultra and UltraShort FTSE Developed Europe are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited (“FTSE”) or by the London Stock Exchange Group Companies (“LSEG”) (together the “Licensor Parties”) and none of the Licensor Parties make any claim, prediction, warranty or representation whatsoever, expressly or impliedly, either as to the (i) results to be obtained from the use of the FTSE China 50 Index and the FTSE Developed Europe Index (the “Indices”) (ii) the figure at which an Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the Index for the purpose to which it is being put in connection with the ProShares Ultra, Short and UltraShort FTSE China 50 and Ultra and UltraShort FTSE Developed Europe. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Index to ProShares or its clients. The Index is calculated by FTSE or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise) to any person for any error in the Index and (b) under any obligation to advise any person of any error therein.

All rights in the Indices vest in FTSE. “FTSE®” is a trademark of the LSEG and is used by FTSE under license.

MSCI

MSCI® is a registered trademark of Morgan Stanley & Company, Inc. The Funds are not sponsored, endorsed, sold or promoted by Morgan Stanley or any affiliate of Morgan Stanley. Neither Morgan Stanley, any of its affiliates nor any other party involved in making or compiling the MSCI Indexes makes any representation or warranty, express or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the MSCI Indexes to track general stock market performance. Morgan Stanley is the licensor of certain trademarks, service marks and trade names of MSCI and of the MSCI Indexes, which are determined, composed and calculated by Morgan Stanley without regard to the Funds. Morgan Stanley has no obligation to take the needs of the Funds into consideration in determining, composing or calculating the MSCI Indexes. Morgan Stanley is not responsible for and has not participated in the determination of the prices and amount of Shares of the Funds or the timing of the issuance or sale of such Shares. Neither Morgan Stanley, any of its affiliates nor any other party involved in making or compiling the MSCI Indexes has any obligation or liability to owners of the Funds in connection with the administration of the Funds, or the marketing or trading of Shares of the Funds. Although Morgan Stanley obtains information for inclusion in or for use in the calculation of the MSCI Indexes from sources which Morgan Stanley considers reliable, neither Morgan Stanley, any of its affiliates nor any other party involved in making or compiling the MSCI Indexes guarantees the accuracy and or the completeness of the MSCI Indexes or any data included therein. Neither Morgan Stanley, any of its affiliates nor any other party involved in making or compiling the MSCI Indexes makes any warranty, express or implied, as to results to be obtained by the Funds, or any other person or entity from the use of the MSCI Indexes or any data included therein in connection with the rights licensed

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hereunder or for any other use. Neither Morgan Stanley, any of its affiliates nor any other party involved in making or compiling the MSCI Indexes shall have any liability for any errors, omissions or interruptions of or in connection with the MSCI Indexes or any data included therein. Neither Morgan Stanley, any of its affiliates nor any other party involved in making or compiling the MSCI Indexes makes any express or implied warranties, and Morgan Stanley hereby expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to the MSCI Indexes or any data included therein. Without limiting any of the foregoing, in no event shall Morgan Stanley, any of its affiliates or any other party involved in making or compiling the MSCI Indexes have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

Russell

Russell 2000® (the “Russell Index”) is a trademark of the Russell Investment Group and/or its affiliates (“Russell”).

RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL INDEX OR ANY DATA INCLUDED THEREIN AND RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY PROSHARES TRUST, INVESTORS, FUND SHAREHOLDERS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL INDEX OR ANY DATA INCLUDED THEREIN. RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

S&P Dow Jones Indices

The Dow Jones Industrial AverageSM, the S&P Materials Select Sector Index, the S&P Consumer Staples Select Sector Index, the S&P Consumer Discretionary Select Sector Index, the S&P 500 Daily Covered Call Index, the S&P Financial Select Sector Index, the S&P Health Care Select Sector Index, the S&P Industrial Select Sector Index, the S&P Energy Select Sector Index, the S&P Real Estate Select Sector Index, the S&P Communication Services Select Sector Index, the Dow Jones U.S. SemiconductorsSM Index, the S&P Technology Select Sector Index, the S&P Utilities Select Sector Index, the S&P 500® Index, the S&P MidCap 400® Index, and the S&P SmallCap 600® Index (collectively, “Indexes”) are products of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”), and have been licensed for use by ProShares Trust. S&P® and S&P 500® are a registered trademarks of S&P Global, Inc. or its affiliates (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been sublicensed for certain purposes by ProShares Trust. The Funds are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, or their respective affiliates and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the Indexes. It is not possible to invest directly in an index. The Funds are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the Indexes to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P Dow Jones Indices’ only relationship to ProShares Trust with respect to the Indexes is the licensing of the Indexes and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Indexes are determined, composed and calculated by S&P Dow Jones Indices without regard to ProShares Trust or the Funds. S&P Dow Jones Indices has no obligation to take the needs of ProShares Trust or the owners of the Funds into consideration in determining, composing or calculating the Indexes. S&P Dow

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Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the Funds or the timing of the issuance or sale of the Funds or in the determination or calculation of the equation by which the Funds are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the Funds. There is no assurance that investment products based on the Indexes will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment adviser, commodity trading advisory, commodity pool operator, broker dealer, fiduciary, “promoter” (as defined in the Investment Company Act of 1940, as amended), “expert” as enumerated within 15 U.S.C. § 77k(a) or tax advisor. Inclusion of a security, commodity, crypto currency or other asset within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, commodity, crypto currency or other asset, nor is it considered to be investment advice or commodity trading advice.

NEITHER S&P DOW JONES INDICES NOR ITS THIRD-PARTY LICENSOR GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY PROSHARES TRUST, OWNERS OF THE PROSHARES FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. S&P DOW JONES INDICES HAS NOT REVIEWED, PREPARED AND/OR CERTIFIED ANY PORTION OF, NOR DOES S&P DOW JONES INDICES HAVE ANY CONTROL OVER, THE PROSHARES FUNDS’ REGISTRATION STATEMENT, PROSPECTUS OR OTHER OFFERING MATERIALS. THERE ARE NO THIRD-PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND PROSHARES TRUST, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

Solactive AG

Solactive AG is the index provider of, and licenses to ProShare Advisors, the Solative Nanotechnology Index and Solactive Smart Materials Index (the “Indexes”).

“Solactive AG” is a registered trademark of Solactive AG and has been licensed for use by the ProShare Advisors.

Solactive AG uses its best efforts to ensure that the Indexes are calculated correctly. Regardless of its obligations toward ProShare Advisors, Solactive AG has no obligation to point out errors in any of the Indexes to any third parties, and shall have no liability for any such error in calculation.

The publication of the Indexes by Solactive AG does not constitute a recommendation by Solactive AG to invest in any of the Funds. Solactive AG does not offer any guarantee or assurance with regard to the results of using any of the Indexes. None of the Funds are sponsored, endorsed, sold, or promoted by Solactive AG, and it makes no representation regarding the advisability of investing in any of the Funds. SOLACTIVE AG AND ITS AFFILIATES MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE FUNDS.

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FINANCIAL STATEMENTS

The audited Financial Statements, for each Fund that commenced operations prior to May 31, 2024, and the report of PricewaterhouseCoopers LLP, as independent registered public accounting firm, for the fiscal year ended May 31, 2024, that appear in the Form N-CSR dated May 31, 2024, are hereby incorporated by reference in this SAI. The Annual Report to shareholders is delivered with this SAI to shareholders requesting this SAI.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THE PROSPECTUS OR IN THIS STATEMENT OF ADDITIONAL INFORMATION, WHICH THE PROSPECTUS INCORPORATES BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR PRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PROSHARES TRUST. THIS STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFERING BY PROSHARES TRUST IN ANY JURISDICTION IN WHICH SUCH AN OFFERING MAY NOT LAWFULLY BE MADE.

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APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

S&P GLOBAL RATINGS (“S&P”)

Long-Term Issue Credit Ratings

AAA – An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong.

AA – An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong.

A – An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.

BBB – An obligation rated ’BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.

BB; B; CCC; CC; and C – Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.

BB – An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.

B – An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.

CCC – An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.

CC – An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.

C – An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.

D – An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within the next five business days in the absence of a stated grace period or within the earlier of the stated grace period or the next 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.

A-1

The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

NR – This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P Global Ratings does not rate a particular obligation as a matter of policy.

Municipal Short-Term Note Ratings

SP-1 – Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2 – Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3 – Speculative capacity to pay principal and interest.

Short-Term Issue Credit Ratings

A-1 – A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely strong.

A-2 – A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.

A-3 – A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.

B – A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its financial commitments.

C – A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.

D – A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.

MOODY’S INVESTORS SERVICE (“MOODY’S”)

Long-Term Rating Scale

Aaa – Obligations rated Aaa are judged to be of the highest quality, with minimal risk.

Aa – Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A – Obligations rated A are considered upper medium-grade and are subject to low credit risk.

A-2

Baa – Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess speculative characteristics.

Ba – Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.

B – Obligations rated B are considered speculative and are subject to high credit risk.

Caa – Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

Ca – Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery in principal and interest.

C – Obligations rated C are the lowest-rated class of bonds and are typically in default, with little prospect for recovery of principal and interest.

Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Short-Term Rating Scale

P-1 – Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2 – Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3 – Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP – Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Municipal Investment Grade Rating Scale

MIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2 – This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3 – This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG – This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Variable Municipal Investment Grade Rating Scale

VMIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections.

VMIG 2 – This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.

VMIG 3 – This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections.

A-3

SG – This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural or legal protections.

FITCH INVESTOR SERVICES (“FITCH’S)

Issuer Default Ratings

AAA – Highest credit quality. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA – Very high credit quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A – High credit quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB – Good credit quality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

BB – Speculative. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists that supports the servicing of financial commitments.

B – Highly speculative. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

CCC – Substantial credit risk. Very low margin for safety. Default is a real possibility.

CC – Very high levels of credit risk. Default of some kind appears probable.

C – Near Default. A default or default-like process has begun, or for a closed funding vehicle, payment capacity is irrevocably impaired.

RD – Restricted default. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation, but has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and has not otherwise ceased operating.

D – Default. ‘D’ ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business and debt is still outstanding.

DBRS, Inc.

Long Term Obligations Scale

AAA – Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events.

AA – Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly vulnerable to future events.

A-4

A – Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying negative factors are considered manageable.

BBB – Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events.

BB – Speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events.

B – Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.

CCC/CC/C – Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C rating categories are normally applied to obligations that are seen as highly likely to default, or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place but is considered inevitable may be rated in the C category.

D – When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to D may occur. DBRS Morningstar may also use SD (Selective Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.

Commercial Paper and Short-Term Debt Rating Scale

R-1 (high) – Highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events.

R-1 (middle) – Superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events.

R-1 (low) – Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.

R-2 (high) – Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events.

R-2 (middle) – Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality.

R-2 (low) – Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability to meet such obligations.

R-3 – Lowest end of adequate credit quality. There is capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments.

R-4 – Speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain.

R-5 – Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due.

D – When the issuer has filed under any applicable bankruptcy, insolvency, or winding-up statute, or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to D may occur.

A-5

DBRS Morningstar may also use SD (Selective Default) in cases where only some 16 DBRS Morningstar Product Guide securities are impacted, such as the case of a “distressed exchange.”

A-6

APPENDIX B

Although the Trust generally does not have information concerning the beneficial ownership of Shares nominally held by Depository Trust Company (“DTC”), the name and percentage ownership of each DTC participant that owned of record 5% or more of the outstanding Shares of a Fund, as of August 30, 2024 is set forth below*:

Fund	Beneficial Owner	Percent Owned
ProShares Big Data Refiners ETF
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	7.96%
	CHARLES SCHWAB & CO., INC.	14.74%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	27.61%
	CHARLES SCHWAB RETAIL	8.16%
	J.P. MORGAN SECURITIES LLC	10.82%
	NATIONAL FINANCIAL SERVICES LLC	12.80%
	PERSHING LLC	5.03%
ProShares Decline of the Retail Store ETF
	NATIONAL FINANCIAL SERVICES LLC	32.62%
	MORGAN STANLEY	11.76%
	CHARLES SCHWAB & CO., INC.	16.98%
	CHARLES SCHWAB RETAIL	10.24%
ProShares DJ Brookfield Global Infrastructure ETF
	PERSHING LLC	5.11%
	MORGAN STANLEY	10.08%
	NATIONAL FINANCIAL SERVICES LLC	9.70%
	CHARLES SCHWAB & CO., INC.	32.66%
ProShares Equities for Rising Rates ETF
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	12.93%
	LPL FINANCIAL LLC	11.96%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	20.60%
	CHARLES SCHWAB & CO., INC.	9.47%
	PERSHING LLC	11.38%
	NATIONAL FINANCIAL SERVICES LLC	8.94%
ProShares Global Listed Private Equity ETF
	NATIONAL FINANCIAL SERVICES LLC	25.62%
	CHARLES SCHWAB RETAIL	9.81%
	CITIBANK, NATIONAL ASSOCIATION	7.30%
	PERSHING LLC	6.97%
	CHARLES SCHWAB & CO., INC.	20.42%
ProShares Hedge Replication ETF
	NATIONAL FINANCIAL SERVICES LLC	28.54%
	CHARLES SCHWAB & CO., INC.	11.79%
	NATIONAL BANK FINANCIAL INC.	6.00%

B-1

Fund	Beneficial Owner	Percent Owned
	BROWN BROTHERS HARRIMAN TRUST COMPANY, NA	7.38%
	RAYMOND JAMES & ASSOCIATES, INC.	6.65%
	MORGAN STANLEY	8.76%
	AMERIPRISE FINANCIAL SERVICES, LLC	8.23%
ProShares High Yield-Interest Rate Hedged
	LPL FINANCIAL LLC	7.72%
	NATIONAL FINANCIAL SERVICES LLC	11.68%
	CHARLES SCHWAB & CO., INC.	22.93%
	PERSHING LLC	8.24%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	5.27%
	WELLS FARGO ADVISORS	6.85%
	MORGAN STANLEY	19.57%
ProShares Inflation Expectations ETF
	MULTREES INVESTOR SERVICES LTD.	7.97%
	CHARLES SCHWAB & CO., INC.	31.02%
	LPL FINANCIAL LLC	8.91%
	THE BANK OF NEW YORK MELLON	8.25%
	CHARLES SCHWAB RETAIL	8.49%
	NATIONAL FINANCIAL SERVICES LLC	14.32%
ProShares Investment Grade-Interest Rate Hedged
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	5.46%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	13.22%
	LPL FINANCIAL LLC	6.75%
	WELLS FARGO ADVISORS	5.77%
	CHARLES SCHWAB & CO., INC.	12.03%
	NATIONAL FINANCIAL SERVICES LLC	7.54%
	PERSHING LLC	6.63%
	MORGAN STANLEY	21.79%
ProShares K-1 Free Crude Oil Strategy ETF
	CHARLES SCHWAB & CO., INC.	39.25%
	NATIONAL FINANCIAL SERVICES LLC	23.03%
	CHARLES SCHWAB RETAIL	8.45%
ProShares Large Cap Core Plus
	WELLS FARGO ADVISORS	8.17%
	NATIONAL FINANCIAL SERVICES LLC	19.63%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.23%
	LPL FINANCIAL LLC	7.00%
	MORGAN STANLEY	17.97%
	CHARLES SCHWAB & CO., INC.	22.51%

B-2

Fund	Beneficial Owner	Percent Owned
ProShares Long Online/Short Stores ETF
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	8.69%
	CHARLES SCHWAB & CO., INC.	16.24%
	CHARLES SCHWAB RETAIL	7.41%
	SG AMERICAS SECURITIES, LLC	6.77%
	MORGAN STANLEY	5.72%
	CITIBANK, NATIONAL ASSOCIATION	6.33%
	NATIONAL FINANCIAL SERVICES LLC	19.32%
ProShares Merger ETF
	NATIONAL FINANCIAL SERVICES LLC	7.11%
	J.P. MORGAN SECURITIES LLC	5.77%
	CHARLES SCHWAB & CO., INC.	61.63%
ProShares Metaverse ETF
	MORGAN STANLEY	6.69%
	CHARLES SCHWAB RETAIL	11.21%
	NATIONAL FINANCIAL SERVICES LLC	15.39%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	25.72%
	ABN AMRO CLEARING USA LLC	6.04%
	CHARLES SCHWAB & CO., INC.	15.23%
ProShares MSCI EAFE Dividend Growers ETF
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.32%
	WELLS FARGO ADVISORS	6.09%
	PERSHING LLC	6.30%
	RAYMOND JAMES & ASSOCIATES, INC.	13.29%
	MORGAN STANLEY	21.15%
	CHARLES SCHWAB & CO., INC.	11.90%
	ROBERT W. BAIRD & CO. INCORPORATED	5.20%
	RBC CAPITAL MARKETS, LLC	7.10%
ProShares MSCI Emerging Markets Dividend Growers ETF
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	14.51%
	WELLS FARGO ADVISORS	7.95%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	16.25%
	CHARLES SCHWAB & CO., INC.	26.11%
	NATIONAL FINANCIAL SERVICES LLC	8.49%
	PERSHING LLC	6.62%
	SEI PRIVATE TRUST COMPANY	5.06%

B-3

Fund	Beneficial Owner	Percent Owned
ProShares MSCI Europe Dividend Growers ETF
	CHARLES SCHWAB RETAIL	9.30%
	NATIONAL FINANCIAL SERVICES LLC	8.80%
	CHARLES SCHWAB & CO., INC.	24.37%
	LPL FINANCIAL LLC	8.85%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	22.00%
ProShares MSCI Transformational Changes ETF
	PERSHING LLC	16.31%
	J.P. MORGAN SECURITIES LLC	12.40%
	CHARLES SCHWAB & CO., INC.	7.71%
	NATIONAL FINANCIAL SERVICES LLC	19.49%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	13.94%
ProShares Nanotechnology ETF
	CHARLES SCHWAB RETAIL	6.25%
	CHARLES SCHWAB & CO., INC.	12.95%
	NATIONAL FINANCIAL SERVICES LLC	24.83%
	J.P. MORGAN SECURITIES LLC	12.67%
	SG AMERICAS SECURITIES, LLC	10.91%
ProShares Nasdaq-100 Dorsey Wright Momentum ETF
	NATIONAL FINANCIAL SERVICES LLC	12.62%
	MORGAN STANLEY	17.12%
	CHARLES SCHWAB & CO., INC.	15.39%
	PERSHING LLC	9.51%
	ABN AMRO CLEARING USA LLC	5.47%
	CHARLES SCHWAB RETAIL	9.45%
ProShares On-Demand ETF
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.12%
	NATIONAL FINANCIAL SERVICES LLC	11.68%
	CHARLES SCHWAB & CO., INC.	24.54%
	J.P. MORGAN SECURITIES LLC	44.22%
ProShares Online Retail ETF
	PHILLIP CAPITAL INC.	18.66%
	UBS FINANCIAL SERVICES INC.	8.81%
	NATIONAL FINANCIAL SERVICES LLC	11.65%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	11.31%
	CHARLES SCHWAB & CO., INC.	8.72%

B-4

Fund	Beneficial Owner	Percent Owned
ProShares Pet Care ETF
	PERSHING LLC	6.16%
	NATIONAL FINANCIAL SERVICES LLC	13.35%
	MORGAN STANLEY	8.22%
	CITIBANK, NATIONAL ASSOCIATION	7.16%
	CHARLES SCHWAB & CO., INC.	16.93%
ProShares Russell 2000 Dividend Growers ETF
	MORGAN STANLEY	18.08%
	WELLS FARGO ADVISORS	8.64%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.50%
	CHARLES SCHWAB & CO., INC.	16.70%
	UBS FINANCIAL SERVICES INC.	5.25%
	NATIONAL FINANCIAL SERVICES LLC	8.38%
	RAYMOND JAMES & ASSOCIATES, INC.	5.88%
ProShares Russell U.S. Dividend Growers ETF
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	27.83%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	6.41%
	ABN AMRO CLEARING USA LLC	7.12%
	RAYMOND JAMES & ASSOCIATES, INC.	7.59%
	NATIONAL FINANCIAL SERVICES LLC	11.95%
	CHARLES SCHWAB & CO., INC.	18.31%
ProShares S&P 500® Dividend Aristocrats ETF
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.52%
	CHARLES SCHWAB & CO., INC.	16.08%
	RAYMOND JAMES & ASSOCIATES, INC.	5.09%
	MORGAN STANLEY	15.86%
	NATIONAL FINANCIAL SERVICES LLC	12.20%
ProShares S&P 500® Ex-Energy ETF
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	15.59%
	CHARLES SCHWAB & CO., INC.	16.38%
	LPL FINANCIAL LLC	6.15%
	MORGAN STANLEY	5.24%
	NATIONAL FINANCIAL SERVICES LLC	32.65%

B-5

Fund	Beneficial Owner	Percent Owned
ProShares S&P 500® Ex-Financials ETF
	NATIONAL FINANCIAL SERVICES, LLC	10.76%
	PERSHING LLC	8.61%
	SG AMERICAS SECURITIES, LLC	20.69%
ProShares S&P 500® Ex-Health Care ETF
	SG AMERICAS SECURITIES, LLC	21.62%
	NATIONAL FINANCIAL SERVICES LLC	8.61%
	CHARLES SCHWAB & CO., INC.	22.81%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	6.00%
ProShares S&P 500® Ex-Technology ETF
	CHARLES SCHWAB & CO., INC.	27.98%
	SG AMERICAS SECURITIES, LLC	14.08%
	NATIONAL FINANCIAL SERVICES LLC	7.88%
	CHARLES SCHWAB RETAIL	5.86%
ProShares S&P Global Core Battery Metals ETF
	NATIONAL FINANCIAL SERVICES LLC	10.09%
	CHARLES SCHWAB & CO., INC.	9.17%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	28.34%
	CITIBANK, NATIONAL ASSOCIATION	27.14%
ProShares S&P Kensho Cleantech ETF
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	24.97%
	SG AMERICAS SECURITIES, LLC	17.48%
	VANGUARD MARKETING CORPORATION	6.08%
	CHARLES SCHWAB RETAIL	5.04%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	11.77%
	NATIONAL FINANCIAL SERVICES LLC	5.77%
ProShares S&P Kensho Smart Factories ETF
	CHARLES SCHWAB RETAIL	8.53%
	J.P. MORGAN SECURITIES LLC	10.30%
	PERSHING LLC	5.22%
	MORGAN STANLEY	9.26%
	CHARLES SCHWAB & CO., INC.	15.69%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	33.74%
	NATIONAL FINANCIAL SERVICES LLC	7.89%

B-6

Fund	Beneficial Owner	Percent Owned
ProShares S&P MidCap 400 Dividend Aristocrats ETF
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.65%
	WELLS FARGO ADVISORS	7.82%
	LPL FINANCIAL LLC	5.21%
	NATIONAL FINANCIAL SERVICES LLC	16.00%
	CHARLES SCHWAB & CO., INC.	14.84%
	PERSHING LLC	6.48%
	MORGAN STANLEY	17.40%
	RAYMOND JAMES & ASSOCIATES, INC.	6.08%
ProShares S&P Technology Dividend Aristocrats ETF
	MORGAN STANLEY	11.43%
	NATIONAL FINANCIAL SERVICES LLC	15.33%
	RAYMOND JAMES & ASSOCIATES, INC.	5.55%
	PERSHING LLC	5.32%
	WELLS FARGO ADVISORS	8.80%
	CHARLES SCHWAB & CO., INC.	24.63%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.07%
ProShares Short 20+ Year Treasury
	MORGAN STANLEY	6.20%
	NATIONAL FINANCIAL SERVICES LLC	17.90%
	CHARLES SCHWAB RETAIL	5.80%
	PERSHING LLC	5.36%
	CHARLES SCHWAB & CO., INC.	22.05%
	J.P. MORGAN SECURITIES LLC	5.53%
ProShares Short 7-10 Year Treasury
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.88%
	NATIONAL FINANCIAL SERVICES LLC	7.68%
	CHARLES SCHWAB & CO., INC.	12.09%
	MORGAN STANLEY	6.91%
	J.P. MORGAN SECURITIES LLC	9.74%
	GOLDMAN SACHS CUSTODY SOLUTIONS	14.17%
	PERSHING LLC	7.34%
ProShares Short Dow30SM
	CHARLES SCHWAB & CO., INC.	12.17%
	NATIONAL FINANCIAL SERVICES LLC	14.60%
	PERSHING LLC	6.94%
	BROWN BROTHERS HARRIMAN TRUST COMPANY, NA	5.36%
	CHARLES SCHWAB RETAIL	10.29%
	MORGAN STANLEY	18.32%

B-7

Fund	Beneficial Owner	Percent Owned
ProShares Short Financials
	MORGAN STANLEY	13.69%
	CHARLES SCHWAB & CO., INC.	8.43%
	CHARLES SCHWAB RETAIL	9.85%
	NATIONAL FINANCIAL SERVICES LLC	34.24%
ProShares Short FTSE China 50
	CHARLES SCHWAB & CO., INC.	7.27%
	CITIBANK, NATIONAL ASSOCIATION	12.00%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	15.59%
	NATIONAL FINANCIAL SERVICES LLC	13.82%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	8.12%
	CHARLES SCHWAB RETAIL	10.51%
ProShares Short High Yield
	PERSHING LLC	10.70%
	CHARLES SCHWAB & CO., INC.	16.89%
	CHARLES SCHWAB RETAIL	6.66%
	WELLS FARGO ADVISORS	8.47%
	NATIONAL FINANCIAL SERVICES LLC	32.27%
ProShares Short MidCap400
	NATIONAL FINANCIAL SERVICES LLC	5.69%
	CHARLES SCHWAB & CO., INC.	59.01%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.14%
	CHARLES SCHWAB RETAIL	5.60%
ProShares Short MSCI EAFE
	CHARLES SCHWAB & CO., INC.	7.43%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.42%
	CIBC WORLD MARKETS INC.	17.12%
	NATIONAL FINANCIAL SERVICES LLC	21.12%
	LPL FINANCIAL LLC	17.51%
ProShares Short MSCI Emerging Markets
	CHARLES SCHWAB & CO., INC.	25.83%
	PICTET & CIE	15.00%
	CITIBANK, NATIONAL ASSOCIATION	21.80%
	NATIONAL FINANCIAL SERVICES LLC	12.13%

B-8

Fund	Beneficial Owner	Percent Owned
ProShares Short QQQ®
	CITIBANK, NATIONAL ASSOCIATION	6.61%
	NATIONAL FINANCIAL SERVICES LLC	15.99%
	MORGAN STANLEY	21.89%
	CHARLES SCHWAB RETAIL	5.54%
	CHARLES SCHWAB & CO., INC.	17.25%
ProShares Short Real Estate
	NATIONAL FINANCIAL SERVICES LLC	26.97%
	CHARLES SCHWAB & CO., INC.	15.74%
	CITIBANK, NATIONAL ASSOCIATION	5.01%
	MORGAN STANLEY	5.61%
	CHARLES SCHWAB RETAIL	11.97%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.39%
ProShares Short Russell2000
	PERSHING LLC	5.45%
	MORGAN STANLEY	8.33%
	CHARLES SCHWAB & CO., INC.	19.77%
	NATIONAL FINANCIAL SERVICES LLC	29.33%
	CHARLES SCHWAB RETAIL	8.47%
	UBS FINANCIAL SERVICES INC.	5.55%
ProShares Short S&P500®
	CHARLES SCHWAB RETAIL	8.74%
	NATIONAL FINANCIAL SERVICES LLC	17.49%
	CHARLES SCHWAB & CO., INC.	20.91%
	MORGAN STANLEY	12.90%
ProShares Short SmallCap600
	CHARLES SCHWAB & CO., INC.	57.74%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	10.35%
	CHARLES SCHWAB RETAIL	7.41%
	NATIONAL FINANCIAL SERVICES LLC	13.92%
ProShares Smart Materials ETF
	J.P. MORGAN SECURITIES LLC	38.78%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.59%
	SG AMERICAS SECURITIES, LLC	22.29%
	CHARLES SCHWAB & CO., INC.	6.27%
	PERSHING LLC	10.74%

B-9

Fund	Beneficial Owner	Percent Owned
ProShares Supply Chain Logistics ETF
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	10.12%
	J.P. MORGAN SECURITIES LLC	48.39%
	CITIBANK, NATIONAL ASSOCIATION	7.78%
	CHARLES SCHWAB & CO., INC.	7.75%
	NATIONAL FINANCIAL SERVICES LLC	11.69%
ProShares Ultra 20+ Year Treasury
	CHARLES SCHWAB & CO., INC.	5.47%
	APEX CLEARING CORPORATION	5.19%
	CHARLES SCHWAB RETAIL	6.40%
	NATIONAL FINANCIAL SERVICES LLC	14.40%
	BROWN BROTHERS HARRIMAN TRUST COMPANY, NA	7.27%
	CITIBANK, NATIONAL ASSOCIATION	21.43%
ProShares Ultra 7-10 Year Treasury
	CHARLES SCHWAB RETAIL	21.03%
	CITIBANK, NATIONAL ASSOCIATION	7.14%
	CHARLES SCHWAB & CO., INC.	31.34%
	NATIONAL FINANCIAL SERVICES LLC	10.71%
ProShares Ultra Communication Services
	CHARLES SCHWAB & CO., INC.	25.74%
	NATIONAL FINANCIAL SERVICES LLC	11.28%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	22.14%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	26.16%
ProShares Ultra Consumer Discretionary
	CHARLES SCHWAB RETAIL	7.83%
	CHARLES SCHWAB & CO., INC.	32.35%
	NATIONAL FINANCIAL SERVICES LLC	27.11%
	MORGAN STANLEY	5.98%
ProShares Ultra Consumer Staples
	CHARLES SCHWAB & CO., INC.	36.16%
	NATIONAL FINANCIAL SERVICES LLC	26.70%
	CHARLES SCHWAB RETAIL	8.14%
ProShares Ultra Dow30SM
	NATIONAL FINANCIAL SERVICES LLC	20.52%
	CHARLES SCHWAB RETAIL	14.00%
	MORGAN STANLEY	9.79%
	CHARLES SCHWAB & CO., INC.	26.11%

B-10

Fund	Beneficial Owner	Percent Owned
ProShares Ultra Energy
	CHARLES SCHWAB RETAIL	14.61%
	NATIONAL FINANCIAL SERVICES LLC	19.99%
	MORGAN STANLEY	11.46%
	CHARLES SCHWAB & CO., INC.	20.53%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.52%
ProShares Ultra Financials
	CHARLES SCHWAB & CO., INC.	15.81%
	MORGAN STANLEY	16.87%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.42%
	CHARLES SCHWAB RETAIL	11.52%
	NATIONAL FINANCIAL SERVICES LLC	17.26%
ProShares Ultra FTSE China 50
	MORGAN STANLEY	5.19%
	APEX CLEARING CORPORATION	5.46%
	NATIONAL FINANCIAL SERVICES LLC	21.82%
	CHARLES SCHWAB & CO., INC.	21.24%
	CHARLES SCHWAB RETAIL	8.84%
	CITIBANK, NATIONAL ASSOCIATION	5.71%
ProShares Ultra FTSE Europe
	PERSHING LLC	37.52%
	CHARLES SCHWAB RETAIL	6.52%
	J.P. MORGAN SECURITIES LLC	5.74%
	NATIONAL FINANCIAL SERVICES LLC	7.65%
	CHARLES SCHWAB & CO., INC.	13.35%
	CITIBANK, NATIONAL ASSOCIATION	6.09%
ProShares Ultra Health Care
	CHARLES SCHWAB RETAIL	9.39%
	THE BANK OF NEW YORK MELLON	7.54%
	NATIONAL FINANCIAL SERVICES LLC	22.45%
	CHARLES SCHWAB & CO., INC.	17.38%
	MORGAN STANLEY	6.33%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	11.32%

B-11

Fund	Beneficial Owner	Percent Owned
ProShares Ultra High Yield
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.28%
	CHARLES SCHWAB RETAIL	27.25%
	NATIONAL FINANCIAL SERVICES LLC	5.25%
	CHARLES SCHWAB & CO., INC.	14.33%
	J.P. MORGAN SECURITIES LLC	19.27%
	CITIBANK, NATIONAL ASSOCIATION	19.08%
ProShares Ultra Industrials
	PERSHING LLC	6.00%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	9.95%
	NATIONAL FINANCIAL SERVICES LLC	27.54%
	MORGAN STANLEY	15.86%
	CHARLES SCHWAB & CO., INC.	14.81%
	CHARLES SCHWAB RETAIL	7.14%
ProShares Ultra Materials
	CHARLES SCHWAB RETAIL	11.77%
	MORGAN STANLEY	7.09%
	NATIONAL FINANCIAL SERVICES LLC	28.37%
	CHARLES SCHWAB & CO., INC.	22.26%
ProShares Ultra MSCI Brazil Capped
	CHARLES SCHWAB & CO., INC.	14.20%
	CHARLES SCHWAB RETAIL	12.75%
	PERSHING LLC	10.81%
	NATIONAL FINANCIAL SERVICES LLC	15.51%
	MORGAN STANLEY	9.56%
	CITIBANK, NATIONAL ASSOCIATION	7.72%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	9.05%
ProShares Ultra MSCI EAFE
	CHARLES SCHWAB & CO., INC.	29.94%
	NATIONAL FINANCIAL SERVICES LLC	14.38%
	CHARLES SCHWAB RETAIL	9.89%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	11.46%
ProShares Ultra MSCI Emerging Markets
	PERSHING LLC	10.92%
	NATIONAL FINANCIAL SERVICES LLC	10.09%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	13.81%
	CHARLES SCHWAB RETAIL	20.24%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	14.64%
	CHARLES SCHWAB & CO., INC.	16.70%

B-12

Fund	Beneficial Owner	Percent Owned
ProShares Ultra MSCI Japan
	SG AMERICAS SECURITIES, LLC	5.04%
	NATIONAL FINANCIAL SERVICES LLC	19.20%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	5.18%
	BROWN BROTHERS HARRIMAN TRUST COMPANY, NA	9.13%
	CHARLES SCHWAB & CO., INC.	5.04%
	MORGAN STANLEY	12.35%
	CITIBANK, NATIONAL ASSOCIATION	10.86%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.30%
ProShares Ultra Nasdaq Biotechnology
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.84%
	CHARLES SCHWAB RETAIL	13.65%
	CHARLES SCHWAB & CO., INC.	19.49%
	NATIONAL FINANCIAL SERVICES LLC	26.15%
	MORGAN STANLEY	6.48%
ProShares Ultra Nasdaq Cloud Computing
	MORGAN STANLEY	31.17%
	CHARLES SCHWAB & CO., INC.	10.05%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	33.70%
	NATIONAL FINANCIAL SERVICES LLC	7.92%
ProShares Ultra Nasdaq Cybersecurity
	CHARLES SCHWAB & CO., INC.	22.13%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	7.77%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	11.05%
	MORGAN STANLEY	8.11%
	CHARLES SCHWAB RETAIL	5.43%
	NATIONAL FINANCIAL SERVICES LLC	24.66%
ProShares Ultra QQQ®
	MORGAN STANLEY	8.47%
	CHARLES SCHWAB & CO., INC.	19.80%
	CHARLES SCHWAB RETAIL	13.77%
	CITIBANK, NATIONAL ASSOCIATION	11.80%
	NATIONAL FINANCIAL SERVICES LLC	20.44%

B-13

Fund	Beneficial Owner	Percent Owned
ProShares Ultra Real Estate
	CHARLES SCHWAB & CO., INC.	18.35%
	CITIBANK, NATIONAL ASSOCIATION	6.23%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.42%
	PERSHING LLC	5.02%
	MORGAN STANLEY	8.59%
	CHARLES SCHWAB RETAIL	14.97%
	BROWN BROTHERS HARRIMAN TRUST COMPANY, NA	7.22%
	NATIONAL FINANCIAL SERVICES LLC	15.31%
ProShares Ultra Russell2000
	CHARLES SCHWAB RETAIL	9.18%
	NATIONAL FINANCIAL SERVICES LLC	19.19%
	CHARLES SCHWAB & CO., INC.	24.57%
	MORGAN STANLEY	9.03%
ProShares Ultra MidCap400
	MORGAN STANLEY	8.68%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.17%
	CHARLES SCHWAB & CO., INC.	19.55%
	CHARLES SCHWAB RETAIL	16.45%
	NATIONAL FINANCIAL SERVICES LLC	25.44%
ProShares Ultra S&P500®
	NATIONAL FINANCIAL SERVICES LLC	23.61%
	MORGAN STANLEY	7.83%
	CHARLES SCHWAB RETAIL	12.24%
	CHARLES SCHWAB & CO., INC.	22.65%
ProShares Ultra Semiconductors
	MORGAN STANLEY	7.33%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.16%
	CHARLES SCHWAB & CO., INC.	15.50%
	NATIONAL FINANCIAL SERVICES LLC	23.98%
	CITIBANK, NATIONAL ASSOCIATION	10.90%
	CHARLES SCHWAB RETAIL	14.70%
ProShares Ultra SmallCap600
	MORGAN STANLEY	5.85%
	CHARLES SCHWAB & CO., INC.	40.21%
	CHARLES SCHWAB RETAIL	6.18%
	NATIONAL FINANCIAL SERVICES LLC	29.30%

B-14

Fund	Beneficial Owner	Percent Owned
ProShares Ultra Technology
	CHARLES SCHWAB & CO., INC.	19.62%
	NATIONAL FINANCIAL SERVICES LLC	22.45%
	CHARLES SCHWAB RETAIL	10.17%
	PERSHING LLC	5.56%
	MORGAN STANLEY	10.71%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	11.01%
ProShares Ultra Utilities
	MORGAN STANLEY	5.36%
	NATIONAL FINANCIAL SERVICES LLC	27.44%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	7.47%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.33%
	CHARLES SCHWAB RETAIL	9.56%
	CHARLES SCHWAB & CO., INC.	25.70%
ProShares UltraPro Dow30SM
	CHARLES SCHWAB RETAIL	17.24%
	MORGAN STANLEY	10.83%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.25%
	NATIONAL FINANCIAL SERVICES LLC	27.38%
	CHARLES SCHWAB & CO., INC.	16.88%
ProShares UltraPro MidCap400
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.99%
	MORGAN STANLEY	15.78%
	NATIONAL FINANCIAL SERVICES LLC	23.00%
	CHARLES SCHWAB & CO., INC.	23.99%
	CHARLES SCHWAB RETAIL	12.32%
ProShares UltraPro QQQ®
	CITIBANK, NATIONAL ASSOCIATION	15.96%
	MORGAN STANLEY	8.29%
	CHARLES SCHWAB & CO., INC.	12.73%
	NATIONAL FINANCIAL SERVICES LLC	22.22%
	CHARLES SCHWAB RETAIL	17.78%
ProShares UltraPro Russell2000
	NATIONAL FINANCIAL SERVICES LLC	25.39%
	MORGAN STANLEY	6.95%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.64%
	CHARLES SCHWAB RETAIL	15.56%
	CHARLES SCHWAB & CO., INC.	19.10%

B-15

Fund	Beneficial Owner	Percent Owned
ProShares UltraPro S&P500®
	NATIONAL FINANCIAL SERVICES LLC	24.68%
	CHARLES SCHWAB & CO., INC.	15.24%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.89%
	CHARLES SCHWAB RETAIL	16.94%
	MORGAN STANLEY	8.31%
ProShares UltraPro Short 20+ Year Treasury
	NATIONAL FINANCIAL SERVICES LLC	17.15%
	J.P. MORGAN SECURITIES LLC	6.32%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	10.17%
	CHARLES SCHWAB RETAIL	6.99%
	RBC CAPITAL MARKETS, LLC	5.17%
	BROWN BROTHERS HARRIMAN TRUST COMPANY, NA	10.65%
	CHARLES SCHWAB & CO., INC.	13.13%
ProShares UltraPro Short Dow30SM
	CITIBANK, NATIONAL ASSOCIATION	6.26%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	9.17%
	MORGAN STANLEY	7.07%
	NATIONAL FINANCIAL SERVICES LLC	16.82%
	CHARLES SCHWAB & CO., INC.	9.75%
	CHARLES SCHWAB RETAIL	17.59%
ProShares UltraPro Short MidCap400
	MORGAN STANLEY	5.86%
	HSBC HOLDING PLC	5.78%
	CHARLES SCHWAB RETAIL	29.04%
	NATIONAL FINANCIAL SERVICES LLC	24.96%
	CHARLES SCHWAB & CO., INC.	17.79%
ProShares UltraPro Short QQQ®
	CITIBANK, NATIONAL ASSOCIATION	16.77%
	CHARLES SCHWAB & CO., INC.	8.26%
	NATIONAL FINANCIAL SERVICES LLC	18.52%
	MORGAN STANLEY	7.01%
	CHARLES SCHWAB RETAIL	14.80%

B-16

Fund	Beneficial Owner	Percent Owned
ProShares UltraPro Short Russell2000
	CHARLES SCHWAB RETAIL	21.95%
	STATE STREET BANK AND TRUST COMPANY	7.14%
	CHARLES SCHWAB & CO., INC.	9.84%
	NATIONAL FINANCIAL SERVICES LLC	17.09%
	MORGAN STANLEY	9.53%
ProShares UltraPro Short S&P500®
	CITIBANK, NATIONAL ASSOCIATION	6.02%
	NATIONAL FINANCIAL SERVICES LLC	22.44%
	CHARLES SCHWAB & CO., INC.	10.86%
	MORGAN STANLEY	8.26%
	CHARLES SCHWAB RETAIL	15.42%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.19%
ProShares UltraShort 20+ Year Treasury
	CHARLES SCHWAB RETAIL	11.03%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	6.58%
	NATIONAL FINANCIAL SERVICES LLC	18.86%
	CITIBANK, NATIONAL ASSOCIATION	8.19%
	MORGAN STANLEY	6.76%
	CHARLES SCHWAB & CO., INC.	14.27%
ProShares UltraShort 7-10 Year Treasury
	CHARLES SCHWAB & CO., INC.	17.44%
	CHARLES SCHWAB RETAIL	7.59%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	6.14%
	MORGAN STANLEY	9.42%
	J.P. MORGAN SECURITIES LLC	13.78%
	NATIONAL FINANCIAL SERVICES LLC	21.18%
ProShares UltraShort Consumer Discretionary
	CHARLES SCHWAB & CO., INC.	9.44%
	MORGAN STANLEY	8.08%
	CHARLES SCHWAB RETAIL	11.61%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	8.85%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	23.64%
	NATIONAL FINANCIAL SERVICES LLC	23.98%

B-17

Fund	Beneficial Owner	Percent Owned
ProShares UltraShort Consumer Staples
	NATIONAL FINANCIAL SERVICES LLC	24.44%
	CHARLES SCHWAB RETAIL	10.49%
	CITIBANK, NATIONAL ASSOCIATION	5.39%
	BNP PARIBAS SECURITIES CORP.	9.89%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	17.94%
	CHARLES SCHWAB & CO., INC.	5.69%
	MORGAN STANLEY	6.04%
ProShares UltraShort Dow30SM
	MORGAN STANLEY	8.57%
	NATIONAL FINANCIAL SERVICES LLC	20.06%
	CHARLES SCHWAB RETAIL	19.36%
	CITIBANK, NATIONAL ASSOCIATION	7.28%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.79%
	CHARLES SCHWAB & CO., INC.	12.91%
ProShares UltraShort Energy
	CHARLES SCHWAB RETAIL	20.44%
	CHARLES SCHWAB & CO., INC.	5.38%
	NATIONAL FINANCIAL SERVICES LLC	15.89%
	MORGAN STANLEY	9.16%
ProShares UltraShort Financials
	CHARLES SCHWAB RETAIL	17.08%
	NATIONAL FINANCIAL SERVICES LLC	26.31%
	CHARLES SCHWAB & CO., INC.	14.12%
	MORGAN STANLEY	7.55%
ProShares UltraShort FTSE China 50
	NATIONAL FINANCIAL SERVICES LLC	7.98%
	CHARLES SCHWAB & CO., INC.	5.93%
	CITIBANK, NATIONAL ASSOCIATION	5.16%
	BROWN BROTHERS HARRIMAN TRUST COMPANY, NA	27.96%
	CHARLES SCHWAB RETAIL	10.57%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	9.98%
ProShares UltraShort FTSE Europe
	NATIONAL FINANCIAL SERVICES LLC	13.03%
	MORGAN STANLEY	6.28%
	CHARLES SCHWAB & CO., INC.	10.07%
	CHARLES SCHWAB RETAIL	8.88%
	THE BANK OF NEW YORK MELLON	6.71%
	CITIBANK, NATIONAL ASSOCIATION	20.35%

B-18

Fund	Beneficial Owner	Percent Owned
ProShares UltraShort Health Care
	CHARLES SCHWAB RETAIL	9.29%
	NATIONAL FINANCIAL SERVICES LLC	21.01%
	MORGAN STANLEY	10.16%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	13.32%
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	14.54%
	CHARLES SCHWAB & CO., INC.	22.16%
ProShares UltraShort Industrials
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	6.03%
	NATIONAL FINANCIAL SERVICES LLC	24.09%
	CHARLES SCHWAB RETAIL	7.28%
	PERSHING LLC	15.08%
	CHARLES SCHWAB & CO., INC.	8.98%
	MORGAN STANLEY	8.66%
ProShares UltraShort Materials
	MORGAN STANLEY	5.66%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.17%
	NATIONAL FINANCIAL SERVICES LLC	17.87%
	CHARLES SCHWAB & CO., INC.	20.03%
	CHARLES SCHWAB RETAIL	17.40%
ProShares UltraShort MidCap400
	CHARLES SCHWAB RETAIL	29.98%
	MORGAN STANLEY	20.47%
	CHARLES SCHWAB & CO., INC.	17.61%
	ABN AMRO CLEARING USA LLC	6.68%
	NATIONAL FINANCIAL SERVICES LLC	6.48%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	7.19%
ProShares UltraShort MSCI Brazil Capped
	CHARLES SCHWAB RETAIL	17.03%
	CITIBANK, NATIONAL ASSOCIATION	12.69%
	CHARLES SCHWAB & CO., INC.	40.61%
	MORGAN STANLEY	8.59%
ProShares UltraShort MSCI EAFE
	THE GOLDMAN SACHS TRUST COMPANY, NATIONAL ASSOCIATION	21.41%
	CHARLES SCHWAB & CO., INC.	15.09%
	CHARLES SCHWAB RETAIL	18.00%
	NATIONAL FINANCIAL SERVICES LLC	16.76%
	MORGAN STANLEY	8.36%

B-19

Fund	Beneficial Owner	Percent Owned
ProShares UltraShort MSCI Emerging Markets
	CHARLES SCHWAB & CO., INC.	17.41%
	CHARLES SCHWAB RETAIL	9.78%
	PICTET & CIE	7.17%
	SCOTIA CAPITAL INC.	7.67%
	NATIONAL FINANCIAL SERVICES LLC	12.75%
	CITIBANK, NATIONAL ASSOCIATION	11.90%
ProShares UltraShort MSCI Japan
	CITIBANK, NATIONAL ASSOCIATION	16.50%
	NATIONAL FINANCIAL SERVICES LLC	12.84%
	CHARLES SCHWAB & CO., INC.	11.26%
	CHARLES SCHWAB RETAIL	22.41%
	MORGAN STANLEY	10.36%
ProShares UltraShort Nasdaq Biotechnology
	NATIONAL FINANCIAL SERVICES LLC	7.79%
	CHARLES SCHWAB & CO., INC.	17.02%
	MORGAN STANLEY	7.31%
ProShares UltraShort QQQ®
	CITIBANK, NATIONAL ASSOCIATION	12.74%
	MORGAN STANLEY	6.58%
	CHARLES SCHWAB & CO., INC.	16.75%
	NATIONAL FINANCIAL SERVICES LLC	17.86%
	CHARLES SCHWAB RETAIL	16.06%
ProShares UltraShort Real Estate
	CHARLES SCHWAB RETAIL	22.72%
	CHARLES SCHWAB & CO., INC.	13.52%
	CITIBANK, NATIONAL ASSOCIATION	5.34%
	NATIONAL FINANCIAL SERVICES LLC	18.35%
	MORGAN STANLEY	9.01%
ProShares UltraShort Russell2000
	CHARLES SCHWAB & CO., INC.	12.12%
	CITIBANK, NATIONAL ASSOCIATION	6.10%
	NATIONAL FINANCIAL SERVICES LLC	28.11%
	MORGAN STANLEY	6.18%
	CHARLES SCHWAB RETAIL	18.60%

B-20

Fund	Beneficial Owner	Percent Owned
ProShares UltraShort S&P500®
	CHARLES SCHWAB & CO., INC.	16.67%
	MORGAN STANLEY	6.02%
	CHARLES SCHWAB RETAIL	15.71%
	CITIBANK, NATIONAL ASSOCIATION	6.54%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	5.11%
	NATIONAL FINANCIAL SERVICES LLC	22.28%
ProShares UltraShort Semiconductors
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	17.02%
	CHARLES SCHWAB RETAIL	9.76%
	MORGAN STANLEY	5.79%
	CHARLES SCHWAB & CO., INC.	16.07%
	NATIONAL FINANCIAL SERVICES LLC	21.04%
ProShares UltraShort SmallCap600
	CHARLES SCHWAB RETAIL	7.97%
	CHARLES SCHWAB & CO., INC.	29.43%
	NATIONAL FINANCIAL SERVICES LLC	34.50%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	17.77%
ProShares UltraShort Technology
	MORGAN STANLEY	9.21%
	CHARLES SCHWAB RETAIL	11.88%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	10.44%
	CHARLES SCHWAB & CO., INC.	27.87%
	NATIONAL FINANCIAL SERVICES LLC	22.26%
ProShares UltraShort Utilities
	CHARLES SCHWAB & CO., INC.	20.52%
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	50.33%
	CHARLES SCHWAB RETAIL	8.57%
	NATIONAL FINANCIAL SERVICES LLC	12.77%

A person who beneficially owns, directly or indirectly, 25% or more of the voting securities of a Fund may be deemed to “control” (as defined in the 1940 Act) that Fund, and may be able to exercise a controlling influence over any matter submitted to shareholders of that Fund.

B-21

APPENDIX C

TITLE:	Proxy Voting Policies and Procedures
FOR:	ProShare Advisors LLC and ProFund Advisors LLC
DATED:	March 1, 2008
AS REVISED:	May 1, 2015

C-1

Proxy Voting Policies and Procedures to Maximize Shareholder Value and Protect Shareowner Interests

It is the policy of ProFund Advisors LLC and ProShare Advisors LLC (collectively, the “Advisor”) to seek to maximize shareholder value and protect shareholder interests when voting proxies on behalf of clients. The Advisor seeks to achieve this goal by utilizing a set of proxy voting guidelines (the “Guidelines”) maintained and implemented by an independent service provider, Institutional Shareholder Services (“ISS”). The Advisor believes that these Policies and Procedures, including the Guidelines, are reasonably designed to ensure that proxy matters are conducted in the best interests of clients and in accordance with the Advisor’s fiduciary duties, applicable rules under the Investment Advisers Act of 1940, and, in the case of its registered fund clients, applicable rules under the Investment Company Act of 1940.

Proxy Voting Guidelines

Proxies generally will be voted in accordance with the ISS Guidelines, an extensive list of common proxy voting issues and recommended voting actions for such issues based on the overall goal of achieving maximum shareholder value and protection of shareholder interests. Common issues in the Guidelines, and factors taken into consideration in voting proxies with respect to these issues, include, but are not limited to:

•Election of Directors—considering factors such as director qualifications, term of office, age limits.

•Proxy Contests—considering factors such as voting for nominees in contested elections and reimbursement of expenses.

•Election of Auditors—considering factors such as independence and reputation of the auditing firm.

•Proxy Contest Defenses—considering factors such as board structure and cumulative voting.

•Tender Offer Defenses—considering factors such as poison pills (stock purchase rights plans) and fair price provisions.

•Miscellaneous Governance Issues—considering factors such as confidential voting and equal access.

•Capital Structure—considering factors such as common stock authorization and stock distributions.

•Executive and Director Compensation—considering factors such as performance goals and employee stock purchase plans.

•State of Incorporation—considering factors such as state takeover statutes and voting on reincorporation proposals.

•Mergers and Corporate Restructuring—considering factors such as spinoffs and asset sales.

•Mutual Fund Proxy Voting—considering factors such as election of directors and proxy contests.

•Consumer and Public Safety Issues—considering factors such as social and environmental issues as well as labor issues.

A full description of the Guidelines is maintained by the Advisor and the Advisor has established a committee that monitors the effectiveness of the Guidelines (the “Brokerage Allocation and Proxy Voting Committee” or the “Committee”).

The Advisor reserves the right to modify any of the recommendations set forth in the Guidelines with respect to any particular issue in the future, in accordance with the Advisor intent to vote proxies for clients in a manner that the Advisor determines is in the best interests of clients and which seeks to maximize the value of the client’s investments. The Advisor is not required to vote every proxy in fulfilling its proxy voting obligations. In some cases, the Advisor may determine that it is in the best interests of a client to refrain from exercising proxy voting rights. For example, the Advisor may determine that the cost of voting certain proxies exceeds the expected benefit to the client (such as where casting a vote on a foreign security would require hiring a translator), and may abstain from voting in such cases.

C-2

In cases where the Advisor does not receive a solicitation or enough information with respect to a proxy vote within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor may be unable to vote. With respect to non- U.S. companies, it is typically difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances may outweigh any anticipated economic benefit of voting. The major difficulties and costs may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting proxies; and (vii) foregone income from securities lending programs. The Advisor does not vote proxies of non-U.S. companies if it determines that the expected costs of voting outweigh any anticipated economic benefit to the client of voting.

Overview of the Proxy Voting Process

In relying on ISS to vote client proxies, the Advisor will take reasonable steps and obtain adequate information to verify that ISS has the capacity to provide adequate proxy advice, is independent of the Advisor, has an adequate conflict of interest policy, and does not have the incentive to vote proxies in anyone’s interest other than that of the Advisor’s client. In addition, the Committee will monitor for conflicts concerning ISS.

As proxy agent, ISS devotes research for proxies based on the level of complexity of the proxy materials to be voted. ISS assigns complex issues such as mergers or restructuring to senior analysts. Recurring issues for which case-by-case analysis is unnecessary are handled by more junior analysts. In every case, an analyst reviews publicly available information such as SEC filings and recent news reports and, if necessary, may contact issuers directly. Such discussions with issuers may be handled by telephone or in a face-to-face meeting. Analysts will seek to speak directly with management when a question is not answered by publicly available information and such information is needed for an informed recommendation.

As part of ISS’s quality assurance process, every analysis is reviewed by a director of research or a chief policy advisor. Complex issues such as mergers are assigned to senior staff members. Contested issues are reviewed by research directors. While a senior analyst takes the lead on every proxy contest, a member of management will frequently conduct additional review by participating in calls with principals directly involved with the proxy issue.

Generally, proxies are voted in accordance with the voting recommendations as stated in the Guidelines. ISS will consult the Advisor on non-routine issues. Information about the Guidelines is available on the ISS web site at: http://www.issgovernance.com/file/policy/2015-us-summary-voting-guidelines-updated.pdf.

Oversight of the Proxy Voting Process

The Advisor has established the Brokerage Allocation and Proxy Voting Committee, in part, to oversee the proxy voting process. ISS provides the Advisor quarterly reports, which the Advisor reviews to ensure that client proxies are being voted properly. The Advisor and ISS also perform spot checks on an intra-quarterly basis. ISS’s management meets on a regular basis to discuss its approach to new developments and amendments to existing policies. Information on such developments or amendments, in turn, is provided to the Committee.

Conflicts of Interest

From time to time, proxy issues may pose a material conflict of interest between the Advisor and its clients. It shall be the duty of the Committee to monitor for and to identify potential conflicts of interest. The Committee will also determine which conflicts are material (if any). To ensure that proxy voting decisions are based on the best interests of the client in the event a conflict of interest arises, the Advisor will direct ISS to use its independent judgment to vote affected proxies in accordance with the Guidelines. If a registered investment company managed by the Advisor owns shares of another investment company managed by the

C-3

Advisor, “echo voting” is employed to avoid certain potential conflicts of interest. Echo voting means that the Advisor votes the shares of each such underlying investment company in the same proportion as the vote of all of the other holders of the underlying investment company’s shares.

The Committee will disclose to clients any voting issues that created a conflict of interest and the manner in which ISS, on behalf of the Advisor, voted such proxies.

Securities Lending Program

The Advisor acknowledges that, when a registered fund client (a “Fund”) lends its portfolio securities, the Fund’s Trustees (who generally have delegated proxy voting responsibility to the Advisor) retain a fiduciary obligation to vote proxies relating to such securities and to recall the securities in the event of a shareholder vote on a material event affecting the security on the loan. Under each Fund’s securities lending agreements, a Fund generally retains the right to recall a loaned security and to exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the Advisor must recall the securities prior to the established record date. It is the Advisor’s general policy to use its best efforts to recall securities on loan and to vote proxies relating to such securities if the Advisor determines that such proxies involve a material event affecting the loaned securities. The Advisor may utilize third party service providers to assist it in identifying and evaluating whether an event is material.

As noted, in certain cases, the Advisor may determine that voting proxies is not in the best interest of a client and may refrain from voting if the costs, including the opportunity costs, of voting would, in the view of the Advisor, exceed the expected benefits of voting to the client. For securities on loan, the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting votes. If the Advisor determines that the expected value of casting a vote will be less than the securities lending income, either because the votes would not have significant economic consequences or because the outcome of the vote would not be affected by the Advisor’s recalling the loaned securities in order to ensure they are voted (e.g., for an annual shareholder meeting at which purely routine votes are at issue, or if the relevant Fund owns a de minimus percentage of the outstanding shares at issue). The Advisor intends to recall securities on loan if it determines that voting the securities is likely to affect materially the value of a Fund’s investment and that it is in the Fund’s best interests to do so.

Availability of Information; Record of Proxy Voting

The Advisor, with the assistance of ISS, shall maintain for a period of at least five years the following records relating to proxy voting on behalf of clients:

(1) proxy voting policies and procedures;

(2) proxy statements received for clients (unless such statements are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system);

(3) any documents prepared by the Advisor that were material to making a proxy voting decision or that memorialized the basis for the decision;

(4) records of votes cast on behalf of clients (which may be maintained by a third party service provider if the service provider undertakes to provide copies of those records promptly upon request); and

(5) records of written requests for proxy voting information and written responses from the Advisor to either a written or oral request.

For the first two years, the Advisor will store such records at its principal office. Voting records will also be maintained and will be available free of charge by calling the Advisor at 888-776-1972. The voting record is available on the website of the Securities and Exchange Commission at www.sec.gov.

C-4

Disclosure

The Advisor will inform its clients as to how to obtain information regarding the Advisor’s voting of the clients’ securities. The Advisor will provide its clients with a summary of its proxy voting guidelines, process and policies and will inform its clients as to how they can obtain a copy of the complete Guidelines upon request. The Advisor will include such information described in the preceding two sentences in its Form ADV and will provide its existing clients with the above information. The Advisor shall disclose in the statements of additional information of registered fund clients a summary of procedures which the Advisor uses to determine how to vote proxies relating to portfolio securities of such clients. The disclosure will include a description of the procedures used when a vote presents a conflict of interest between shareholders and the Advisor or an affiliate of the Advisor.

The semi-annual reports of Fund clients shall indicate that a Fund’s proxy voting records are available: (i) by calling a toll-free number; or (ii) on the SEC’s website. If a request for the records is received, the requested description must be sent within three business days by a prompt method of delivery.

The Advisor, on behalf of each Fund it advises, shall file its proxy voting record with the SEC on Form N-PX no later than August 31 of each year, for the twelve-month period ending June 30 of the current year. Such filings shall contain all information required to be disclosed on Form N-PX.

C-5

Principal U.S. National Stock Exchange	Fund
Cboe BZX Exchange Inc. (“BZX Exchange”)	Global Listed Private Equity ETF, High Yield—Interest Rate Hedged, Investment Grade—Interest Rate Hedged, K-1 Free Crude Oil ETF, Large Cap Core Plus, Merger ETF, MSCI EAFE Dividend Growers ETF, MSCI Emerging Markets Dividend Growers ETF, MSCI Europe Dividend Growers ETF, Pet Care ETF, Russell 2000 Dividend Growers ETF, Russell U.S. Dividend Growers ETF, S&P500® Dividend Aristocrats ETF, S&P 500 High Income ETF, S&P MidCap 400 Dividend Aristocrats ETF, and S&P Technology Dividend Aristocrats ETF
The Nasdaq Stock Market	Equities for Rising Rates ETF, Nasdaq-100 Dorsey Wright Momentum ETF, Nasdaq-100 High Income ETF, Ultra Nasdaq Biotechnology, Ultra Nasdaq Cloud Computing, Ultra Nasdaq Cybersecurity, UltraPro QQQ®, UltraPro Short QQQ®, UltraShort Nasdaq Biotechnology
NYSE Arca	All other Funds

Term	Definition
Diversified Funds	DJ Brookfield Global Infrastructure ETF, Equities for Rising Rates ETF, High Yield—Interest Rate Hedged, Investment Grade—Interest Rate Hedged, Metaverse ETF, MSCI EAFE Dividend Growers ETF, MSCI Emerging Markets Dividend Growers ETF, MSCI Europe Dividend Growers ETF, MSCI Transformational Changes ETF, Russell 2000 Dividend Growers ETF, Russell U.S. Dividend Growers ETF, S&P500® Dividend Aristocrats ETF, S&P500® Ex-Energy ETF, S&P500® Ex-Financials ETF, S&P500® Ex-Health Care ETF, S&P500® Ex-Technology ETF and S&P MidCap 400 Dividend Aristocrats ETF
Distributor or SEI	SEI Investments Distribution Co.
ETF	Exchange traded fund
Exchange	NYSE Arca, The Nasdaq Stock Market or the BZX Exchange
Excluded Pools	Each Fund that is not a Commodity Pool
Fund Complex	All operational registered investment companies that are advised by the Advisor or its affiliates
Global Funds	Big Data Refiners ETF, DJ Brookfield Global Infrastructure ETF, Global Listed Private Equity ETF, MSCI EAFE Dividend Growers ETF, MSCI Emerging Markets Dividend Growers ETF, MSCI Transformational Changes ETF, Nanotechnology ETF, On-Demand ETF, Pet Care ETF, S&P Global Core Battery Metals ETF, S&P Kensho Smart Factories ETF and Supply Chain Logistics ETF
Independent Trustee(s)	Trustees who are not “Interested Persons” of ProShare Advisors or the Trust as defined under Section 2(a)(19) of the 1940 Act

Term	Definition
Matching Funds	Big Data Refiners ETF, DJ Brookfield Global Infrastructure ETF, Decline of the Retail Store ETF, Equities for Rising Rates ETF, Global Listed Private Equity ETF, Hedge Replication ETF, High Yield—Interest Rate Hedged, Inflation Expectations ETF, Investment Grade—Interest Rate Hedged, K-1 Free Crude Oil ETF, Large Cap Core Plus, Long Online/Short Stores ETF, Merger ETF, Metaverse ETF, MSCI EAFE Dividend Growers ETF, MSCI Emerging Markets Dividend Growers ETF, MSCI Europe Dividend Growers ETF, MSCI Transformational Changes ETF, Nanotechnology ETF, Nasdaq-100 Dorsey Wright Momentum ETF, Nasdaq-100 High Income ETF, On-Demand ETF, Online Retail ETF, Pet Care ETF, Russell 2000 Dividend Growers ETF, Russell U.S. Dividend Growers ETF, S&P500® Dividend Aristocrats ETF, S&P500® Ex-Energy ETF, S&P500® Ex-Financials ETF, S&P500® Ex-Health Care ETF, S&P500® Ex-Technology ETF, S&P 500 High Income ETF, S&P Global Core Battery Metals ETF, S&P Kensho Cleantech ETF, S&P Kensho Smart Factories ETF, S&P MidCap 400 Dividend Aristocrats ETF, S&P Technology Dividend Aristocrats ETF, Smart Materials ETF and Supply Chain Logistics ETF
NAV	Net asset value
Rule 35d-1 Funds	Each Fund listed on the cover of this SAI, except ProShares Decline of the Retail Store ETF, ProShares Hedge Replication ETF, ProShares Inflation Expectation ETF, ProShares Long Online/Short Stores ETF, ProShares Merger ETF, ProShares Metaverse ETF, ProShares On-Demand ETF, ProShares Smart Materials ETF, and ProShares Supply Chain Logistics ETF.
SEC	U.S. Securities and Exchange Commission
Shares	The shares of a Fund
Trust	ProShares Trust
Trustee(s)	One or more of the trustees of the Trust

Prior Fund Name	Current Fund Name	Effective Date of Name Change
ProShares Ultra Basic Materials	ProShares Ultra Materials	March 17, 2023
ProShares UltraShort Basic Materials	ProShares UltraShort Materials	March 17, 2023
ProShares Ultra Consumer Goods	ProShares Ultra Consumer Staples	March 17, 2023
ProShares UltraShort Consumer Goods	ProShares UltraShort Consumer Staples	March 17, 2023
ProShares Ultra Consumer Services	ProShares Ultra Consumer Discretionary	March 17, 2023
ProShares UltraShort Consumer Services	ProShares UltraShort Consumer Discretionary	March 17, 2023
ProShares Ultra Oil & Gas	ProShares Ultra Energy	March 17, 2023
ProShares UltraShort Oil & Gas	ProShares UltraShort Energy	March 17, 2023
ProShares Ultra Telecommunications	ProShares Ultra Communication Services	March 17, 2023
ProShares K-1 Free Crude Oil Strategy ETF	ProShares K-1 Free Crude Oil ETF	September 27, 2024

One Year Index Performance	Inverse (-1x) of One Year Index Performance	Index Volatility
One Year Index Performance	Inverse (-1x) of One Year Index Performance	0%	5%	10%	15%	20%	25%	30%	35%	40%	45%	50%	55%	60%
-60%	60%	150.0%	149.4%	147.5%	144.4%	140.2%	134.9%	128.5%	121.2%	113.0%	104.2%	94.7%	84.7%	74.4%
-55%	55%	122.2%	121.7%	120.0%	117.3%	113.5%	108.8%	103.1%	96.6%	89.4%	81.5%	73.1%	64.2%	55.0%
-50%	50%	100.0%	99.5%	98.0%	95.6%	92.2%	87.9%	82.8%	76.9%	70.4%	63.3%	55.8%	47.8%	39.5%
-45%	45%	81.8%	81.4%	80.0%	77.8%	74.7%	70.8%	66.2%	60.9%	54.9%	48.5%	41.6%	34.4%	26.9%
-40%	40%	66.7%	66.3%	65.0%	63.0%	60.1%	56.6%	52.3%	47.5%	42.0%	36.1%	29.8%	23.2%	16.3%
-35%	35%	53.8%	53.5%	52.3%	50.4%	47.8%	44.5%	40.6%	36.1%	31.1%	25.6%	19.8%	13.7%	7.3%
-30%	30%	42.9%	42.5%	41.4%	39.7%	37.3%	34.2%	30.6%	26.4%	21.7%	16.7%	11.3%	5.6%	-0.3%
-25%	25%	33.3%	33.0%	32.0%	30.4%	28.1%	25.3%	21.9%	18.0%	13.6%	8.9%	3.8%	-1.5%	-7.0%
-20%	20%	25.0%	24.7%	23.8%	22.2%	20.1%	17.4%	14.2%	10.6%	6.5%	2.1%	-2.6%	-7.6%	-12.8%
-15%	15%	17.6%	17.4%	16.5%	15.0%	13.0%	10.5%	7.5%	4.1%	0.3%	-3.9%	-8.4%	-13.1%	-17.9%
-10%	10%	11.1%	10.8%	10.0%	8.6%	6.8%	4.4%	1.5%	-1.7%	-5.3%	-9.3%	-13.5%	-17.9%	-22.5%
-5%	5%	5.3%	5.0%	4.2%	2.9%	1.1%	-1.1%	-3.8%	-6.9%	-10.3%	-14.0%	-18.0%	-22.2%	-26.6%
0%	0%	0.0%	-0.2%	-1.0%	-2.2%	-3.9%	-6.1%	-8.6%	-11.5%	-14.8%	-18.3%	-22.1%	-26.1%	-30.2%
5%	-5%	-4.8%	-5.0%	-5.7%	-6.9%	-8.5%	-10.5%	-13.0%	-15.7%	-18.8%	-22.2%	-25.8%	-29.6%	-33.6%
10%	-10%	-9.1%	-9.3%	-10.0%	-11.1%	-12.7%	-14.6%	-16.9%	-19.6%	-22.5%	-25.8%	-29.2%	-32.8%	-36.6%
15%	-15%	-13.0%	-13.3%	-13.9%	-15.0%	-16.5%	-18.3%	-20.5%	-23.1%	-25.9%	-29.0%	-32.3%	-35.7%	-39.3%
20%	-20%	-16.7%	-16.9%	-17.5%	-18.5%	-19.9%	-21.7%	-23.8%	-26.3%	-29.0%	-31.9%	-35.1%	-38.4%	-41.9%
25%	-25%	-20.0%	-20.2%	-20.8%	-21.8%	-23.1%	-24.8%	-26.9%	-29.2%	-31.8%	-34.7%	-37.7%	-40.9%	-44.2%
30%	-30%	-23.1%	-23.3%	-23.8%	-24.8%	-26.1%	-27.7%	-29.7%	-31.9%	-34.5%	-37.2%	-40.1%	-43.2%	-46.3%
35%	-35%	-25.9%	-26.1%	-26.7%	-27.6%	-28.8%	-30.4%	-32.3%	-34.5%	-36.9%	-39.5%	-42.3%	-45.3%	-48.3%
40%	-40%	-28.6%	-28.7%	-29.3%	-30.2%	-31.4%	-32.9%	-34.7%	-36.8%	-39.1%	-41.7%	-44.4%	-47.2%	-50.2%
45%	-45%	-31.0%	-31.2%	-31.7%	-32.6%	-33.7%	-35.2%	-37.0%	-39.0%	-41.2%	-43.7%	-46.3%	-49.0%	-51.9%
50%	-50%	-33.3%	-33.5%	-34.0%	-34.8%	-35.9%	-37.4%	-39.1%	-41.0%	-43.2%	-45.6%	-48.1%	-50.7%	-53.5%
55%	-55%	-35.5%	-35.6%	-36.1%	-36.9%	-38.0%	-39.4%	-41.0%	-42.9%	-45.0%	-47.3%	-49.8%	-52.3%	-55.0%
60%	-60%	-37.5%	-37.7%	-38.1%	-38.9%	-40.0%	-41.3%	-42.9%	-44.7%	-46.7%	-49.0%	-51.3%	-53.8%	-56.4%

Strategic
Big Data Refiners ETF	DAT
Decline of the Retail Store ETF	EMTY
DJ Brookfield Global Infrastructure ETF	TOLZ
Equities for Rising Rates ETF	EQRR
Global Listed Private Equity ETF	PEX
Hedge Replication ETF	HDG
High Yield—Interest Rate Hedged	HYHG
Inflation Expectations ETF	RINF
Investment Grade—Interest Rate Hedged	IGHG
K-1 Free Crude Oil ETF	OILK
Large Cap Core Plus	CSM
Long Online/Short Stores ETF	CLIX
Merger ETF	MRGR
Metaverse ETF	VERS
MSCI EAFE Dividend Growers ETF	EFAD
MSCI Emerging Markets Dividend Growers ETF	EMDV
MSCI Europe Dividend Growers ETF	EUDV
MSCI Transformational Changes ETF	ANEW
Nanotechnology ETF	TINY
Nasdaq-100 Dorsey Wright Momentum ETF	QQQA
Nasdaq-100 High Income ETF	IQQQ
On-Demand ETF	OND
Online Retail ETF	ONLN
Pet Care ETF	PAWZ
Russell 2000 Dividend Growers ETF	SMDV
Russell U.S. Dividend Growers ETF	TMDV

S&P 500® Dividend Aristocrats ETF	NOBL
S&P 500® Ex-Energy ETF	SPXE
S&P 500® Ex-Financials ETF	SPXN
S&P 500® Ex-Health Care ETF	SPXV
S&P 500® Ex-Technology ETF	SPXT
S&P 500 High Income ETF	ISPY
S&P Global Core Battery Metals ETF	ION
S&P Kensho Cleantech ETF	CTEX
S&P Kensho Smart Factories ETF	MAKX
S&P MidCap 400 Dividend Aristocrats ETF	REGL
S&P Technology Dividend Aristocrats ETF	TDV
Smart Materials ETF	TINT
Supply Chain Logistics ETF	SUPL
Geared
Short 7-10 Year Treasury	TBX
Short 20+ Year Treasury	TBF
Short Dow30SM	DOG
Short Financials	SEF
Short FTSE China 50	YXI
Short High Yield	SJB
Short MidCap400	MYY
Short MSCI EAFE	EFZ
Short MSCI Emerging Markets	EUM
Short QQQ®	PSQ
Short Real Estate	REK
Short Russell2000	RWM
Short S&P500®	SH
Short SmallCap600	SBB
Ultra 7-10 Year Treasury	UST
Ultra 20+ Year Treasury	UBT
Ultra Communication Services	LTL

Ultra Consumer Discretionary	UCC
Ultra Consumer Staples	UGE
Ultra Dow30SM	DDM
Ultra Energy	DIG
Ultra Financials	UYG
Ultra FTSE China 50	XPP
Ultra FTSE Europe	UPV
Ultra Health Care	RXL
Ultra High Yield	UJB
Ultra Industrials	UXI
Ultra Materials	UYM
Ultra MidCap400	MVV
Ultra MSCI Brazil Capped	UBR
Ultra MSCI EAFE	EFO
Ultra MSCI Emerging Markets	EET
Ultra MSCI Japan	EZJ
Ultra Nasdaq Biotechnology	BIB
Ultra Nasdaq Cloud Computing	SKYU
Ultra Nasdaq Cybersecurity	UCYB
Ultra QQQ®	QLD
Ultra Real Estate	URE
Ultra Russell2000	UWM
Ultra S&P500®	SSO
Ultra Semiconductors	USD
Ultra SmallCap600	SAA
Ultra Technology	ROM
Ultra Utilities	UPW
UltraPro Dow30SM	UDOW
UltraPro MidCap400	UMDD
UltraPro QQQ®	TQQQ
UltraPro Russell2000	URTY
UltraPro S&P500®	UPRO
UltraPro Short 20+ Year Treasury	TTT
UltraPro Short Dow30SM	SDOW
UltraPro Short MidCap400	SMDD
UltraPro Short QQQ®	SQQQ

UltraPro Short Russell2000	SRTY
UltraPro Short S&P500®	SPXU
UltraShort 7-10 Year Treasury	PST
UltraShort 20+ Year Treasury	TBT
UltraShort Consumer Discretionary	SCC
UltraShort Consumer Staples	SZK
UltraShort Dow30SM	DXD
UltraShort Energy	DUG

UltraShort Financials	SKF
UltraShort FTSE China 50	FXP
UltraShort FTSE Europe	EPV
UltraShort Health Care	RXD
UltraShort Industrials	SIJ
UltraShort Materials	SMN
UltraShort MidCap400	MZZ
UltraShort MSCI Brazil Capped	BZQ
UltraShort MSCI EAFE	EFU
UltraShort MSCI Emerging Markets	EEV

GENERAL INFORMATION ABOUT THE TRUST	8
INVESTMENT POLICIES, TECHNIQUES AND RELATED RISKS	10
SPECIAL CONSIDERATIONS	37
INVESTMENT RESTRICTIONS	44
MANAGEMENT OF THE TRUST	46
INVESTMENT ADVISOR	51
PORTFOLIO MANAGEMENT	65
OTHER SERVICE PROVIDERS	68
OTHER MATTERS	78
PORTFOLIO TRANSACTIONS AND BROKERAGE	81
DETERMINATION OF NET ASSET VALUE	97
TAXATION	99
OTHER INFORMATION	119
FINANCIAL STATEMENTS	133
APPENDIX A	A-1
APPENDIX B	B-1
APPENDIX C	C-1

Term	Definition
1933 Act	Securities Act of 1933, as amended
1934 Act	Securities and Exchange Act of 1934, as amended
1940 Act	Investment Company Act of 1940, as amended
Advisor or ProShare Advisors	ProShare Advisors LLC
Board of Trustees or Board	Board of Trustees of ProShares Trust
CCO	Chief Compliance Officer
CFTC	U.S. Commodity Futures Trading Commission
Commodity Pools	K-1 Free Crude Oil ETF, Nasdaq-100 High Income ETF, Ultra Communication Services, Ultra Consumer Staples, Ultra Consumer Discretionary, Ultra Financials, Ultra Health Care, Ultra Industrials, Ultra Materials, Ultra Nasdaq Biotechnology, Ultra Nasdaq Cloud Computing, Ultra Nasdaq Cybersecurity, Ultra Energy, Ultra Real Estate, Ultra Technology, Ultra Utilities, UltraPro Short 20+ Year Treasury, UltraPro Dow30SM, UltraPro MidCap400, UltraPro QQQ®, UltraPro Russell2000, UltraPro S&P500®, UltraPro Short Dow30SM, UltraPro Short MidCap400, UltraPro Short QQQ®, UltraPro Short Russell2000, UltraPro Short S&P500®, UltraShort 7-10 Year Treasury, UltraShort 20+ Year Treasury, UltraShort Consumer Discretionary, UltraShort Consumer Staples, UltraShort Dow30SM, UltraShort Financials, UltraShort Health Care, UltraShort Industrials, UltraShort Materials, UltraShort MidCap400, UltraShort Nasdaq Biotechnology, UltraShort Energy, UltraShort QQQ®, UltraShort Real Estate, UltraShort S&P500®, UltraShort SmallCap600, UltraShort Technology, UltraShort Utilities, S&P 500® High Income ETF, and the wholly-owned subsidiary of K-1 Free Crude Oil ETF, ProShares Cayman Crude Oil Strategy Portfolio
Code or Internal Revenue Code	Internal Revenue Code of 1986, as amended
CPO	Commodity Pool Operator

One Year Index Performance	Two Times (2x) One Year Index Performance	Index Volatility
One Year Index Performance	Two Times (2x) One Year Index Performance	0%	5%	10%	15%	20%	25%	30%	35%	40%	45%	50%	55%	60%
-60%	-120%	-84.0%	-84.0%	-84.2%	-84.4%	-84.6%	-85.0%	-85.4%	-85.8%	-86.4%	-86.9%	-87.5%	-88.2%	-88.8%
-55%	-110%	-79.8%	-79.8%	-80.0%	-80.2%	-80.5%	-81.0%	-81.5%	-82.1%	-82.7%	-83.5%	-84.2%	-85.0%	-85.9%
-50%	-100%	-75.0%	-75.1%	-75.2%	-75.6%	-76.0%	-76.5%	-77.2%	-77.9%	-78.7%	-79.6%	-80.5%	-81.5%	-82.6%
-45%	-90%	-69.8%	-69.8%	-70.1%	-70.4%	-70.9%	-71.6%	-72.4%	-73.2%	-74.2%	-75.3%	-76.4%	-77.6%	-78.9%
-40%	-80%	-64.0%	-64.1%	-64.4%	-64.8%	-65.4%	-66.2%	-67.1%	-68.2%	-69.3%	-70.6%	-72.0%	-73.4%	-74.9%
-35%	-70%	-57.8%	-57.9%	-58.2%	-58.7%	-59.4%	-60.3%	-61.4%	-62.6%	-64.0%	-65.5%	-67.1%	-68.8%	-70.5%
-30%	-60%	-51.0%	-51.1%	-51.5%	-52.1%	-52.9%	-54.0%	-55.2%	-56.6%	-58.2%	-60.0%	-61.8%	-63.8%	-65.8%
-25%	-50%	-43.8%	-43.9%	-44.3%	-45.0%	-46.0%	-47.2%	-48.6%	-50.2%	-52.1%	-54.1%	-56.2%	-58.4%	-60.8%
-20%	-40%	-36.0%	-36.2%	-36.6%	-37.4%	-38.5%	-39.9%	-41.5%	-43.4%	-45.5%	-47.7%	-50.2%	-52.7%	-55.3%
-15%	-30%	-27.8%	-27.9%	-28.5%	-29.4%	-30.6%	-32.1%	-34.0%	-36.1%	-38.4%	-41.0%	-43.7%	-46.6%	-49.6%
-10%	-20%	-19.0%	-19.2%	-19.8%	-20.8%	-22.2%	-23.9%	-26.0%	-28.3%	-31.0%	-33.8%	-36.9%	-40.1%	-43.5%
-5%	-10%	-9.8%	-10.0%	-10.6%	-11.8%	-13.3%	-15.2%	-17.5%	-20.2%	-23.1%	-26.3%	-29.7%	-33.3%	-37.0%
0%	0%	0.0%	-0.2%	-1.0%	-2.2%	-3.9%	-6.1%	-8.6%	-11.5%	-14.8%	-18.3%	-22.1%	-26.1%	-30.2%
5%	10%	10.3%	10.0%	9.2%	7.8%	5.9%	3.6%	0.8%	-2.5%	-6.1%	-10.0%	-14.1%	-18.5%	-23.1%
10%	20%	21.0%	20.7%	19.8%	18.3%	16.3%	13.7%	10.6%	7.0%	3.1%	-1.2%	-5.8%	-10.6%	-15.6%
15%	30%	32.3%	31.9%	30.9%	29.3%	27.1%	24.2%	20.9%	17.0%	12.7%	8.0%	3.0%	-2.3%	-7.7%
20%	40%	44.0%	43.6%	42.6%	40.8%	38.4%	35.3%	31.6%	27.4%	22.7%	17.6%	12.1%	6.4%	0.5%
25%	50%	56.3%	55.9%	54.7%	52.8%	50.1%	46.8%	42.8%	38.2%	33.1%	27.6%	21.7%	15.5%	9.0%
30%	60%	69.0%	68.6%	67.3%	65.2%	62.4%	58.8%	54.5%	49.5%	44.0%	38.0%	31.6%	24.9%	17.9%
35%	70%	82.3%	81.8%	80.4%	78.2%	75.1%	71.2%	66.6%	61.2%	55.3%	48.8%	41.9%	34.7%	27.2%
40%	80%	96.0%	95.5%	94.0%	91.6%	88.3%	84.1%	79.1%	73.4%	67.0%	60.1%	52.6%	44.8%	36.7%
45%	90%	110.3%	109.7%	108.2%	105.6%	102.0%	97.5%	92.2%	86.0%	79.2%	71.7%	63.7%	55.4%	46.7%
50%	100%	125.0%	124.4%	122.8%	120.0%	116.2%	111.4%	105.6%	99.1%	91.7%	83.8%	75.2%	66.3%	57.0%
55%	110%	140.3%	139.7%	137.9%	134.9%	130.8%	125.7%	119.6%	112.6%	104.7%	96.2%	87.1%	77.5%	67.6%
60%	120%	156.0%	155.4%	153.5%	150.3%	146.0%	140.5%	134.0%	126.5%	118.1%	109.1%	99.4%	89.2%	78.6%

One Year Index Performance	Two Times the Inverse (-2x) of One Year Index Performance	Index Volatility
One Year Index Performance		0%	5%	10%	15%	20%	25%	30%	35%	40%	45%	50%	55%	60%
-60%	120%	525.0%	520.3%	506.5%	484.2%	454.3%	418.1%	377.1%	332.8%	286.7%	240.4%	195.2%	152.2%	112.2%
-55%	110%	393.8%	390.1%	379.2%	361.6%	338.0%	309.4%	277.0%	242.0%	205.6%	169.0%	133.3%	99.3%	67.7%
-50%	100%	300.0%	297.0%	288.2%	273.9%	254.8%	231.6%	205.4%	177.0%	147.5%	117.9%	88.9%	61.4%	35.8%
-45%	90%	230.6%	228.1%	220.8%	209.0%	193.2%	174.1%	152.4%	128.9%	104.6%	80.1%	56.2%	33.4%	12.3%
-40%	80%	177.8%	175.7%	169.6%	159.6%	146.4%	130.3%	112.0%	92.4%	71.9%	51.3%	31.2%	12.1%	-5.7%
-35%	70%	136.7%	134.9%	129.7%	121.2%	109.9%	96.2%	80.7%	63.9%	46.5%	28.9%	11.8%	-4.5%	-19.6%
-30%	60%	104.1%	102.6%	98.1%	90.8%	81.0%	69.2%	55.8%	41.3%	26.3%	11.2%	-3.6%	-17.6%	-30.7%
-25%	50%	77.8%	76.4%	72.5%	66.2%	57.7%	47.4%	35.7%	23.1%	10.0%	-3.2%	-16.0%	-28.3%	-39.6%
-20%	40%	56.3%	55.1%	51.6%	46.1%	38.6%	29.5%	19.3%	8.2%	-3.3%	-14.9%	-26.2%	-36.9%	-46.9%
-15%	30%	38.4%	37.4%	34.3%	29.4%	22.8%	14.7%	5.7%	-4.2%	-14.4%	-24.6%	-34.6%	-44.1%	-53.0%
-10%	20%	23.5%	22.5%	19.8%	15.4%	9.5%	2.3%	-5.8%	-14.5%	-23.6%	-32.8%	-41.7%	-50.2%	-58.1%
-5%	10%	10.8%	10.0%	7.5%	3.6%	-1.7%	-8.1%	-15.4%	-23.3%	-31.4%	-39.6%	-47.7%	-55.3%	-62.4%
0%	0%	0.0%	-0.7%	-3.0%	-6.5%	-11.3%	-17.1%	-23.7%	-30.8%	-38.1%	-45.5%	-52.8%	-59.6%	-66.0%
5%	-10%	-9.3%	-10.0%	-12.0%	-15.2%	-19.6%	-24.8%	-30.8%	-37.2%	-43.9%	-50.6%	-57.2%	-63.4%	-69.2%
10%	-20%	-17.4%	-18.0%	-19.8%	-22.7%	-26.7%	-31.5%	-36.9%	-42.8%	-48.9%	-55.0%	-61.0%	-66.7%	-71.9%
15%	-30%	-24.4%	-25.0%	-26.6%	-29.3%	-32.9%	-37.3%	-42.3%	-47.6%	-53.2%	-58.8%	-64.3%	-69.5%	-74.3%
20%	-40%	-30.6%	-31.1%	-32.6%	-35.1%	-38.4%	-42.4%	-47.0%	-51.9%	-57.0%	-62.2%	-67.2%	-72.0%	-76.4%
25%	-50%	-36.0%	-36.5%	-37.9%	-40.2%	-43.2%	-46.9%	-51.1%	-55.7%	-60.4%	-65.1%	-69.8%	-74.2%	-78.3%
30%	-60%	-40.8%	-41.3%	-42.6%	-44.7%	-47.5%	-50.9%	-54.8%	-59.0%	-63.4%	-67.8%	-72.0%	-76.1%	-79.9%
35%	-70%	-45.1%	-45.5%	-46.8%	-48.7%	-51.3%	-54.5%	-58.1%	-62.0%	-66.0%	-70.1%	-74.1%	-77.9%	-81.4%
40%	-80%	-49.0%	-49.4%	-50.5%	-52.3%	-54.7%	-57.7%	-61.1%	-64.7%	-68.4%	-72.2%	-75.9%	-79.4%	-82.7%
45%	-90%	-52.4%	-52.8%	-53.8%	-55.5%	-57.8%	-60.6%	-63.7%	-67.1%	-70.6%	-74.1%	-77.5%	-80.8%	-83.8%
50%	-100%	-55.6%	-55.9%	-56.9%	-58.5%	-60.6%	-63.2%	-66.1%	-69.2%	-72.5%	-75.8%	-79.0%	-82.1%	-84.9%
55%	-110%	-58.4%	-58.7%	-59.6%	-61.1%	-63.1%	-65.5%	-68.2%	-71.2%	-74.2%	-77.3%	-80.3%	-83.2%	-85.9%
60%	-120%	-60.9%	-61.2%	-62.1%	-63.5%	-65.4%	-67.6%	-70.2%	-73.0%	-75.8%	-78.7%	-81.5%	-84.2%	-86.7%

One Year Index Performance	Three Times (3x) Index Performance	Index Volatility
One Year Index Performance	Three Times (3x) Index Performance	0%	5%	10%	15%	20%	25%	30%	35%	40%	45%	50%	55%	60%
-60%	-180%	-93.6%	-93.6%	-93.8%	-94.0%	-94.3%	-94.7%	-95.1%	-95.6%	-96.0%	-96.5%	-97.0%	-97.4%	-97.8%
-55%	-165%	-90.9%	-91.0%	-91.2%	-91.5%	-91.9%	-92.4%	-93.0%	-93.7%	-94.4%	-95.0%	-95.7%	-96.3%	-96.9%
-50%	-150%	-87.5%	-87.6%	-87.9%	-88.3%	-88.9%	-89.6%	-90.5%	-91.3%	-92.3%	-93.2%	-94.1%	-95.0%	-95.8%
-45%	-135%	-83.4%	-83.5%	-83.9%	-84.4%	-85.2%	-86.2%	-87.3%	-88.5%	-89.7%	-90.9%	-92.1%	-93.3%	-94.3%
-40%	-120%	-78.4%	-78.6%	-79.0%	-79.8%	-80.8%	-82.1%	-83.5%	-85.0%	-86.6%	-88.2%	-89.8%	-91.3%	-92.7%
-35%	-105%	-72.5%	-72.7%	-73.3%	-74.3%	-75.6%	-77.2%	-79.0%	-81.0%	-83.0%	-85.0%	-87.0%	-88.9%	-90.7%
-30%	-90%	-65.7%	-66.0%	-66.7%	-67.9%	-69.6%	-71.6%	-73.8%	-76.2%	-78.8%	-81.3%	-83.8%	-86.2%	-88.4%
-25%	-75%	-57.8%	-58.1%	-59.1%	-60.6%	-62.6%	-65.0%	-67.8%	-70.8%	-73.9%	-77.0%	-80.1%	-83.0%	-85.7%
-20%	-60%	-48.8%	-49.2%	-50.3%	-52.1%	-54.6%	-57.6%	-60.9%	-64.5%	-68.3%	-72.1%	-75.8%	-79.3%	-82.6%
-15%	-45%	-38.6%	-39.0%	-40.4%	-42.6%	-45.5%	-49.1%	-53.1%	-57.5%	-62.0%	-66.5%	-71.0%	-75.2%	-79.1%
-10%	-30%	-27.1%	-27.6%	-29.3%	-31.9%	-35.3%	-39.6%	-44.3%	-49.5%	-54.9%	-60.3%	-65.6%	-70.6%	-75.2%
-5%	-15%	-14.3%	-14.9%	-16.8%	-19.9%	-24.0%	-28.9%	-34.5%	-40.6%	-46.9%	-53.3%	-59.5%	-65.4%	-70.9%
0%	0%	0.0%	-0.7%	-3.0%	-6.5%	-11.3%	-17.1%	-23.7%	-30.8%	-38.1%	-45.5%	-52.8%	-59.6%	-66.0%
5%	15%	15.8%	14.9%	12.3%	8.2%	2.7%	-4.0%	-11.6%	-19.8%	-28.4%	-36.9%	-45.3%	-53.3%	-60.7%
10%	30%	33.1%	32.1%	29.2%	24.4%	18.0%	10.3%	1.6%	-7.8%	-17.6%	-27.5%	-37.1%	-46.3%	-54.8%
15%	45%	52.1%	51.0%	47.6%	42.2%	34.9%	26.1%	16.1%	5.3%	-5.9%	-17.2%	-28.2%	-38.6%	-48.4%
20%	60%	72.8%	71.5%	67.7%	61.5%	53.3%	43.3%	31.9%	19.7%	6.9%	-5.9%	-18.4%	-30.3%	-41.3%
25%	75%	95.3%	93.9%	89.5%	82.6%	73.2%	61.9%	49.1%	35.2%	20.9%	6.4%	-7.7%	-21.2%	-33.7%
30%	90%	119.7%	118.1%	113.2%	105.4%	94.9%	82.1%	67.7%	52.1%	35.9%	19.7%	3.8%	-11.3%	-25.4%
35%	105%	146.0%	144.2%	138.8%	130.0%	118.2%	104.0%	87.8%	70.4%	52.2%	34.0%	16.2%	-0.7%	-16.4%
40%	120%	174.4%	172.3%	166.3%	156.5%	143.4%	127.5%	109.5%	90.0%	69.8%	49.5%	29.6%	10.7%	-6.8%
45%	135%	204.9%	202.6%	195.9%	185.0%	170.4%	152.7%	132.7%	111.1%	88.6%	66.1%	44.0%	23.0%	3.5%
50%	150%	237.5%	235.0%	227.5%	215.5%	199.3%	179.8%	157.6%	133.7%	108.8%	83.8%	59.4%	36.2%	14.6%
55%	165%	272.4%	269.6%	261.4%	248.1%	230.3%	208.7%	184.3%	157.9%	130.4%	102.8%	75.9%	50.3%	26.5%
60%	180%	309.6%	306.5%	297.5%	282.9%	263.3%	239.6%	212.7%	183.6%	153.5%	123.1%	93.5%	65.3%	39.1%

One Year Index Performance	Three Times the Inverse (-3x) of One Year Index Performance	Index Volatility
One Year Index Performance		0%	5%	10%	15%	20%	25%	30%	35%	40%	45%	50%	55%	60%
-60%	180%	462.5%	439.2%	371.5%	265.2%	129.1%	973.9%	810.5%	649.2%	498.3%	363.6%	248.6%	154.4%	80.2%
-55%	165%	997.4%	981.1%	933.5%	858.8%	763.2%	654.2%	539.5%	426.2%	320.2%	225.6%	144.9%	78.7%	26.6%
-50%	150%	700.0%	688.1%	653.4%	599.0%	529.3%	449.8%	366.2%	283.6%	206.3%	137.4%	78.5%	30.3%	-7.7%
-45%	135%	501.1%	492.1%	466.0%	425.1%	372.8%	313.1%	250.3%	188.2%	130.1%	78.3%	34.1%	-2.1%	-30.7%
-40%	120%	363.0%	356.1%	336.0%	304.5%	264.2%	218.2%	169.8%	122.0%	77.3%	37.4%	3.3%	-24.6%	-46.6%
-35%	105%	264.1%	258.7%	242.9%	218.1%	186.4%	150.3%	112.2%	74.6%	39.4%	8.0%	-18.8%	-40.7%	-58.0%
-30%	90%	191.5%	187.2%	174.6%	154.7%	129.3%	100.4%	69.9%	39.8%	11.6%	-13.5%	-34.9%	-52.5%	-66.4%
-25%	75%	137.0%	133.5%	123.2%	107.1%	86.5%	62.9%	38.1%	13.7%	-9.2%	-29.7%	-47.1%	-61.4%	-72.7%
-20%	60%	95.3%	92.4%	83.9%	70.6%	53.6%	34.2%	13.8%	-6.3%	-25.2%	-42.0%	-56.4%	-68.2%	-77.5%
-15%	45%	62.8%	60.4%	53.4%	42.3%	28.1%	11.9%	-5.1%	-21.9%	-37.7%	-51.7%	-63.7%	-73.5%	-81.2%
-10%	30%	37.2%	35.1%	29.2%	19.9%	7.9%	-5.7%	-20.1%	-34.2%	-47.5%	-59.3%	-69.4%	-77.7%	-84.2%
-5%	15%	16.6%	14.9%	9.8%	1.9%	-8.3%	-19.8%	-32.0%	-44.1%	-55.3%	-65.4%	-74.0%	-81.0%	-86.5%
0%	0%	0.0%	-1.5%	-5.8%	-12.6%	-21.3%	-31.3%	-41.7%	-52.0%	-61.7%	-70.3%	-77.7%	-83.7%	-88.5%
5%	-15%	-13.6%	-14.9%	-18.6%	-24.5%	-32.0%	-40.6%	-49.7%	-58.6%	-66.9%	-74.4%	-80.7%	-85.9%	-90.0%
10%	-30%	-24.9%	-26.0%	-29.2%	-34.4%	-40.9%	-48.4%	-56.2%	-64.0%	-71.2%	-77.7%	-83.2%	-87.8%	-91.3%
15%	-45%	-34.2%	-35.2%	-38.1%	-42.6%	-48.3%	-54.8%	-61.7%	-68.5%	-74.8%	-80.5%	-85.3%	-89.3%	-92.4%
20%	-60%	-42.1%	-43.0%	-45.5%	-49.4%	-54.5%	-60.2%	-66.3%	-72.3%	-77.8%	-82.8%	-87.1%	-90.6%	-93.3%
25%	-75%	-48.8%	-49.6%	-51.8%	-55.3%	-59.7%	-64.8%	-70.2%	-75.4%	-80.4%	-84.8%	-88.6%	-91.7%	-94.1%
30%	-90%	-54.5%	-55.2%	-57.1%	-60.2%	-64.2%	-68.7%	-73.5%	-78.2%	-82.6%	-86.5%	-89.8%	-92.6%	-94.8%
35%	-105%	-59.4%	-60.0%	-61.7%	-64.5%	-68.0%	-72.1%	-76.3%	-80.5%	-84.4%	-87.9%	-90.9%	-93.4%	-95.3%
40%	-120%	-63.6%	-64.1%	-65.7%	-68.2%	-71.3%	-75.0%	-78.8%	-82.5%	-86.0%	-89.2%	-91.9%	-94.1%	-95.8%
45%	-135%	-67.2%	-67.7%	-69.1%	-71.3%	-74.2%	-77.5%	-80.9%	-84.3%	-87.4%	-90.3%	-92.7%	-94.7%	-96.2%
50%	-150%	-70.4%	-70.8%	-72.1%	-74.1%	-76.7%	-79.6%	-82.7%	-85.8%	-88.7%	-91.2%	-93.4%	-95.2%	-96.6%
55%	-165%	-73.1%	-73.5%	-74.7%	-76.5%	-78.9%	-81.5%	-84.4%	-87.1%	-89.7%	-92.0%	-94.0%	-95.6%	-96.9%
60%	-180%	-75.6%	-75.9%	-77.0%	-78.7%	-80.8%	-83.2%	-85.8%	-88.3%	-90.7%	-92.8%	-94.6%	-96.0%	-97.2%