PROSHARES
TRUST
Distributor:
SEI
Investments
Distribution
Co.
SEMIANNUAL
REPORT
NOVEMBER
30,
2023
Bitcoin
&
Ether
Equal
Weight
Strategy
ETF
*
BETE
Bitcoin
&
Ether
Market
Cap
Weight
Strategy
ETF
*
BETH
Bitcoin
Strategy
ETF
*
BITO
Ether
Strategy
ETF
*
EETH
Short
Bitcoin
Strategy
ETF*
BITI
Short
Ether
Strategy
ETF*
SETH
*
The
Bitcoin
&
Ether
Equal
Weight
Strategy
ETF,
Bitcoin
&
Ether
Market
Cap
Weight
Strategy
ETF,
Bitcoin
Strategy
ETF,
Ether
Strategy
ETF,
Short
Bitcoin
Strategy
ETF
and
Short
Ether
Strategy
ETF
funds
are
consolidated
with
Cayman
Bitcoin
&
Ether
Equal
Weight
Strategy
Portfolio,
Cayman
Bitcoin
&
Ether
Market
Cap
Weight
Strategy
Portfolio,
Cayman
Bitcoin
Strategy
Portfolio,
Cayman
Ether
Strategy
Portfolio,
Cayman
Bitcoin
Inverse
Strategy
Portfolio
and
Cayman
Short
Ether
Strategy
Portfolio,
respectively.
A
claim
of
exemption
pursuant
to
the
Commodity
Futures
Trading
Commission
(“CFTC”)
Rule
4.7
has
been
made
by
the
Investment
Adviser
with
respect
to
these
funds.
The
exemption
relieves
these
funds
of
certain
disclosure
and
reporting
obligations
under
the
commodity
pool
rules
of
the
CFTC.
TABLE
OF
CONTENTS
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Table
of
Contents
I
Shareholder
Letter
III
Allocation
of
Portfolio
Holdings
&
Index
Composition
VII
Expense
Examples
1
Consolidated
Schedule
of
Portfolio
Investments
8
Consolidated
Statements
of
Assets
and
Liabilities
10
Consolidated
Statements
of
Operations
12
Cosolidated
Statements
of
Changes
in
Net
Assets
15
Consolidated
Financial
Highlights
20
Notes
to
Financial
Statements
35
Liquidity
Risk
Management
Program
36
Board
Approval
of
Investment
Advisory
Agreement
40
Miscellaneous
Information
PROSHARES.COM
::
I
DEAR
SHAREHOLDER:
Given
the
promise
and
potential
of
innovations
like
cryptocur-
rencies,
ProShares
is
committed
to
providing
you,
our
inves-
tors,
with
an
array
of
products
and
services
designed
to
help
you
meet
your
investment
objectives.
The
following
is
the
Pro-
Shares
Crypto-Linked
Strategies
Semiannual
Report
for
the
six
months
ended
November
30,
2023.
A
Slow
Summer
Turned
Into
a
Fall
Rally
For
cryptocurrencies,
the
six-month
period
covered
in
this
re-
port
can
be
viewed
in
two
segments.
Through
the
end
of
the
summer,
cryptocurrencies
were
roughly
flat,
as
measured
by
the
Bloomberg
Galaxy
Crypto
Index
(BGCI).
Beginning
in
Oc-
tober,
however,
cryptocurrencies
experienced
a
dramatic
rally,
and
the
BGCI
ended
the
period
up
27.0%.
Bitcoin
performed
particularly
well,
gaining
39.6%
for
the
full
period,
according
to
the
Bloomberg
Galaxy
Bitcoin
Index,
while
ether
posted
more
moderate
gains
of
9.6%,
according
to
the
Bloomberg
Gal-
axy
Ethereum
Index.
Contributing
to
the
rally
were
a
number
of
factors,
including
a
reduction
in
the
industry
turmoil
that
followed
the
collapse
of
crypto
exchange
FTX
and
anticipation
by
crypto
investors
that
federal
regulators
could
be
warming
to
digital
assets,
which
would
broaden
investor
access
to
cryptocurrencies.
In
addition,
declining
bond
yields
late
in
the
period
provided
a
tailwind
to
a
number
of
asset
classes,
including
cryptocurrencies.
Increasing
Crypto
Market
Adoption
Despite
Challenges
Underscoring
the
performance
of
crypto-linked
assets
during
the
reporting
period
have
been
at
least
two
competing
forces.
On
the
one
hand,
cryptocurrencies
are
increasingly
becoming
integrated
into
the
financial
services
industry
and
our
day-
to-day
lives.
They
are
part
of
a
broader
transformation
of
the
infrastructure
supporting
our
financial
system
that
includes
the
growing
use
of
the
blockchain
and
other
emerging
technol-
ogies.
On
the
other
hand,
the
challenges
of
spot
cryptocurrency
mar-
kets
over
the
past
couple
of
years
must
not
be
overlooked.
In
particular,
there
has
been
heightened
concern
over
the
prac-
tices
of
several
largely
unregulated
cryptocurrency
exchanges
and
other
third-party
service
providers.
Lingering
questions
over
whether
cryptocurrency
brokerage
accounts
are
segregat-
ed
in
the
event
of
bankruptcy,
among
other
issues,
suggest
that
the
financial
infrastructure
supporting
the
spot
cryptocurren-
cy
market
is
still
developing.
ProShares’
Expanding
Lineup
Provides
Regulated
Solutions
to
Investors
Looking
to
Capture
Crypto-Linked
Returns
Whether
prices
are
going
up
or
down,
ProShares
crypto-linked
strategies
enable
investors
to
target
the
performance
of
the
world’s
two
largest
cryptocurrencies,
Bitcoin
and
Ether.
Pro-
Shares
significantly
expanded
its
industry-leading
cryp-
to-linked
ETF
lineup
to
six
funds
during
the
reporting
period:
Bitcoin
Strategy
ETF
(BITO)
Short
Bitcoin
Strategy
ETF
(BITI)
Ether
Strategy
ETF
(EETH)
Short
Ether
Strategy
ETF
(SETH)
Bitcoin
&
Ether
Market
Cap
Weight
Strategy
ETF
(BETH)
Bitcoin
&
Ether
Equal
Weight
Strategy
ETF
(BETE).
ProShares’
crypto-linked
strategies
invest
in
regulated
futures
that
trade
on
regulated
exchanges,
and
the
ETF
vehicle,
by
its
very
nature,
trades
on
a
regulated
exchange
as
well.
As
ETFs,
our
strategies
also
have
stringent
custodial
protocols
and
in-
dependent
boards
with
a
fiduciary
duty
to
shareholders.
These
multiple
layers
of
regulation
should
provide
ProShares
inves-
tors
with
confidence
as
they
navigate
the
uncertainties
and
other
challenges
of
the
cryptocurrency
space.
II
::
PROSHARES.COM
At
ProShares,
we
have
a
long
and
successful
history
of
pio-
neering
some
of
the
ETF
industry’s
most
innovative
ETFs.
Our
newest
crypto-linked
funds
build
on
this
tradition,
providing
investors
with
a
breadth
of
choices
that
allow
them
to
adapt
their
investments
to
their
latest
market
views.
We
thank
you
for
the
trust
and
confidence
you
have
placed
in
us
by
choosing
ProShares,
and
we
appreciate
the
opportunity
to
continue
serv-
ing
your
investment
needs.
Sincerely,
Michael
L.
Sapir
Chairman
of
the
Board
of
Trustees
ALLOCATION
OF
PORTFOLIO
HOLDINGS
&
INDEX
COMPOSITION
::
NOVEMBER
30,
2023
(UNAUDITED)
::
III
PROSHARES
TRUST
ALLOCATION
OF
PORTFOLIO
HOLDINGS
AND
INDEX
COMPOSITION
IV
::
NOVEMBER
30,
2023
(UNAUDITED)
::
ALLOCATION
OF
PORTFOLIO
HOLDINGS
&
INDEX
COMPOSITION
PROSHARES
TRUST
ProShares
Bitcoin &
Ether
Equal
Weight
Strategy
ETF
(Ticker:
BETE)
ProShares
Bitcoin
& Ether
Equal
Weight
Strategy
ETF
(the
“Fund”)
seeks
investment
results,
before
fees
and
expenses,
that
correspond
to
the
performance
of
an
equal
weight
basket
of
bitcoin
and
ether.
The
Fund
seeks
to
achieve
its
investment
objective
primarily
through
managed
exposure
to
bitcoin
and
ether
futures
contracts.
There
can
be
no
assurance
that
the
Fund
will
achieve
its
investment
objective.
The
Fund
does
not
invest
directly
in
bitcoin
or
ether.
The
Fund
expects
to
gain
exposure
by
investing
a
portion
of
its
assets
in
the
ProShares
Cayman Bitcoin
&
Ether
Equal
Weight
Strategy
Portfolio,
a
wholly-owned
subsidiary
of
the
Fund
organized
under
the
laws
of
the
Cayman
Islands
(the
“Subsidiary”).
Unlike
the
Fund,
the
Subsidiary
is
not
an
investment
company
registered
under
the
Investment
Company
Act
of
1940.
The
Fund’s
investment
in
the
Subsidiary
is
intended
to
provide
the
Fund
with
exposure
to
commodity
markets
in
accordance
with
applicable
rules
and
regulations.
The
Fund
will
generally
limit
investments
in
the
Subsidiary
to
25%
but
it
may
exceed
that
amount
if
the
Advisor
believes
doing
so
is
in
the
best
interest
of
the
Fund.
Allocation
of
Portfolio
Holdings
&
Index
Composition
as
of
11/30/23
ProShares
Bitcoin
&
Ether
Market
Cap
Weight
Strategy
ETF
(Ticker:
BETH) 
ProShares
Bitcoin &
Ether
Market
Cap
Weight
Strategy
ETF
(the
“Fund”)
seeks
investment
results,
before
fees
and
expenses,
that
correspond
to
the
performance
of
a
market
capitalization
weighted
basket
of
bitcoin
and
ether.
The
Fund
seeks
to
achieve
its
investment
objective
primarily
through
managed
exposure
to
bitcoin
and
ether
futures
contracts. There
can
be
no
assurance
that
the
Fund
will
achieve
its
investment
objective.
The
Fund
does
not
invest
directly
in
bitcoin
or
ether.
The
Fund
expects
to
gain
exposure
by
investing
a
portion
of
its
assets
in
the
ProShares
Cayman
Bitcoin
&
Ether
Market
Cap
Weight Strategy
Portfolio,
a
wholly-owned
subsidiary
of
the
Fund
organized
under
the
laws
of
the
Cayman
Islands
(the
“Subsidiary”).
Unlike
the
Fund,
the
Subsidiary
is
not
an
investment
company
registered
under
the
Investment
Company
Act
of
1940.
The
Fund’s
investment
in
the
Subsidiary
is
intended
to
provide
the
Fund
with
exposure
to
commodity
markets
in
accordance
with
applicable
rules
and
regula-
tions.
The
Fund
will
generally
limit
investments
in
the
Subsidiary
to
25%
but
it
may
exceed
that
amount
if
the
Advisor
believes
doing
so
is
in
the
best
interest
of
the
Fund.
Allocation
of
Portfolio
Holdings
&
Index
Composition
as
of
11/30/23
Market
Exposure
Investment
Type
A
%
of
Net
Assets
A
Futures
Contracts
100%
Total
Exposure
100%
"Market
Exposure"
includes
the
values
of
total
investments
(including
the
contract
value
of
any
derivatives)
and
excludes
any
short-term
investments
and
cash
equivalents.
S&P
Cryptocurrency
MegaCap
Index
Composition
%
of
Index
Bitcoin
Futures
75.0%
Ether
Futures
25.0%
Market
Exposure
Investment
Type
A
%
of
Net
Assets
A
Futures
Contracts
100%
Total
Exposure
100%
"Market
Exposure"
includes
the
values
of
total
investments
(including
the
contract
value
of
any
derivatives)
and
excludes
any
short-term
investments
and
cash
equivalents.
S&P
Cryptocurrency
MegaCap
Index
Composition
%
of
Index
Bitcoin
Futures
75.0%
Ether
Futures
25.0%
ALLOCATION
OF
PORTFOLIO
HOLDINGS
&
INDEX
COMPOSITION
::
NOVEMBER
30,
2023
(UNAUDITED)
::
V
PROSHARES
TRUST
ProShares
Bitcoin
Strategy
ETF
(Ticker:
BITO) 
ProShares
Bitcoin
Strategy
ETF
(the
“Fund”)
seeks
investment
results,
before
fees
and
expenses,
that
correspond
to
the
per-
formance
of
bitcoin.
The
Fund
currently
seeks
to
achieve
this
objective
primarily
through
investments
in
bitcoin
futures
con-
tracts. There
can
be
no
assurance
that
the
Fund
will
achieve
its
investment
objective.
The
Fund
does
not
invest
directly
in
bitcoin.
The
Fund
expects
to
gain
exposure
by
investing
a
portion
of
its
assets
in
the
ProShares
Cayman
Bitcoin
Strategy
Portfolio,
a
wholly-owned
subsidiary
of
the
Fund
organized
under
the
laws
of
the
Cayman
Islands
(the
“Subsidiary”).
Unlike
the
Fund,
the
Subsidiary
is
not
an
investment
company
registered
under
the
Investment
Company
Act
of
1940.
The
Fund’s
investment
in
the
Subsidiary
is
intended
to
provide
the
Fund
with
exposure
to
commodity
markets
in
accordance
with
applicable
rules
and
regula-
tions.
The
Fund
will
generally
limit
investments
in
the
Subsidiary
to
25%
but
it
may
exceed
that
amount
if
the
Advisor
believes
doing
so
is
in
the
best
interest
of
the
Fund.
Allocation
of
Portfolio
Holdings
&
Index
Composition
as
of
11/30/23
?”
ProShares
Ether
Strategy
ETF
(Ticker:
EETH) 
ProShares
Ether
Strategy
ETF
(the
“Fund”)
seeks
investment
results,
before
fees
and
expenses,
that
correspond
to
the
perfor-
mance
of
ether.
The
Fund
currently
seeks
to
achieve
this
objective
primarily
through
investments
in
ether
futures
contracts. There
can
be
no
assurance
that
the
Fund
will
achieve
its
investment
objective.
The
Fund
does
not
invest
directly
in
ether.
The
Fund
expects
to
gain
exposure
by
investing
a
portion
of
its
assets
in
the
ProShares
Cayman
Ether
Strategy
Portfolio,
a
wholly-owned
subsidiary
of
the
Fund
organized
under
the
laws
of
the
Cayman
Islands
(the
“Subsidiary”).
Unlike
the
Fund,
the
Subsidiary
is
not
an
investment
company
registered
under
the
Investment
Company
Act
of
1940.
The
Fund’s
investment
in
the
Subsidiary
is
intended
to
provide
the
Fund
with
exposure
to
commodity
markets
in
accordance
with
applicable
rules
and
regulations.
The
Fund
will
generally
limit
investments
in
the
Subsidiary
to
25%
but
it
may
exceed
that
amount
if
the
Advisor
believes
doing
so
is
in
the
best
interest
of
the
Fund.
Allocation
of
Portfolio
Holdings
&
Index
Composition
as
of
11/30/23
Market
Exposure
Investment
Type
A
%
of
Net
Assets
A
Futures
Contracts
99%
Total
Exposure
99%
"Market
Exposure"
includes
the
values
of
total
investments
(including
the
contract
value
of
any
derivatives)
and
excludes
any
short-term
investments
and
cash
equivalents.
Bloomberg
Galaxy
Bitcoin
Index
Composition
%
of
Index
Bitcoin
100.0%
Market
Exposure
Investment
Type
A
%
of
Net
Assets
A
Futures
Contracts
100%
Total
Exposure
100%
"Market
Exposure"
includes
the
values
of
total
investments
(including
the
contract
value
of
any
derivatives)
and
excludes
any
short-term
investments
and
cash
equivalents.
Ethereum
Index
Composition
%
of
Index
Ether
100.0%
VI
::
NOVEMBER
30,
2023
(UNAUDITED)
::
ALLOCATION
OF
PORTFOLIO
HOLDINGS
&
INDEX
COMPOSITION
PROSHARES
TRUST