the
counsel
to
the
Independent
Trustees,
compensation
and
expenses
of
the
Trust’s
chief
compliance
officer
and
his
or
her
staff,
legal
fees
and
expenses
in
connection
with
litigation,
future
distribution
fees
or
expenses
(if
any),
and
extraordinary
expenses.
The
Advisor
has
agreed
to
waive
expenses
incurred
in
connection
with
investments
in
reverse
repurchase
agreements
and
net
fees
charged
by
futures
commission
merchants
in
ProShares
Short
Bitcoin
Strategy
ETF
through
September
30,
2023,
and
through
Oc-
tober
31,
2024
in
ProShares
Bitcoin
&
Ether
Equal
Weight
Strategy
ETF, ProShares
Bitcoin
and
Ether
Market
Cap
Weight
Strategy
ETF, ProShares
Ether
Stategy
ETF
and
ProShares
Short
Ether
Strategy
ETF. These
waivers
are
non-recoupable.
After
such
date,
the
expense
limitation
may
be
terminated
or
revised
by
the
Advisor.
Employees
of
the
Advisor
serve
in
the
roles
of
Interested
Trustee,
President,
Chief
Legal
Officer
and
Secretary
of
the
Trust.
These
individuals
receive
no
compensation
directly
from
the
Trust.
Another
employee
of
the
Advisor
serves
as
Chief
Compliance
Officer
and
Anti-Money
Laundering
Officer.
This
individual’s
related
compensation,
along
with
the
compensation
of
staff
who
administer
the
Funds’
compliance
program,
and
certain
other
expenses
are
reimbursed
to
the
Advisor
by
the
Funds
and
are
reflected
on
the
Consolidated
Statements
of
Operations
as
“Compliance
services
fees”.
5.
Trustees
Fees
The
Trust,
together
with
other
affiliated
trusts,
pay
each
Independent
Trustee
an
aggregate
fee
consisting
of
a
$325,000
annual
retainer
(paid
in
quarterly
increments)
for
services
provided
as
a
Board
member. Such
fees
are
allocated
between
the
Funds
and
other
affiliated
funds.
Each
Fund’s
share
of
these
fees,
together
with
reimbursable
expenses
of
the
Trustees,
is
reflected
on
the
Consolidated
Statements
of
Operations
as
“Trustees
Fees”.
6.
Distribution
and
Service
Plan
SEI
Investments
Distribution
Co.
serves
as
the
Funds’
distributor.
The
Trust
has
adopted
a
Distribution
and
Service
(12b-1)
Plan
pursuant
to
which
each
Fund
may
bear
a
12b-1
fee
not
to
exceed
0.25%
per
annum
of
the
Fund’s
average
daily
net
assets.
No
12b-1
fees
are
currently
paid
by
the
Funds,
and
there
are
currently
no
plans
to
impose
these
fees.
7.
Issuance
and
Redemption
of
Fund
Shares
Each
Fund
issues
and
redeems
its
shares
only
to
Authorized
Participants
(typically
broker-dealers)
in
exchange
for
the
deposit
of
cash,
in
large
blocks
known
as
Creation
Units,
each
of
which
is
comprised
of
a
specified
number
of
shares.
Retail
investors
may
only
purchase
and
sell
Fund
shares
on
a
national
securities
exchange
through
a
broker-dealer
and
such
transactions
may
be
subject
to
customary
commission
rates
imposed
by
the
broker-dealer.
Authorized
Participants
may
pay
transaction
fees
to
offset
transfer
and
other
transaction
costs
associated
with
the
issuance
and
redemption
of
Creation
Units.
Transaction
fees
related
to
unsettled
Creation
Unit
transactions
are
included
in
the
receivable
for
capital
shares
issued
on
the
Consolidated
Statements
of
Assets
and
Liabilities.
Transaction
fees
assessed
during
the
period,
which
are
included
in
the
proceeds
from
shares
issued
on
the
Consolidated
Statements
of
Changes
in
Net
Assets,
were
as
follows:
8.
Investment
Transactions
For
the
period
ended
November
30,
2023,
there
were
no
securities
purchased
or
proceeds
from
sales
of
securities
excluding
short-
term
securities
and
derivatives.
9.
Basis
of
Consolidation
The
accompanying
Consolidated
Schedules
of
Portfolio
Investments,
Consolidated
Statements
of
Assets
and
Liabilities,
Consol-
idated
Statements
of
Operations,
Consolidated
Statements
of
Changes
in
Net
Assets
and
Consolidated
Financial
Highlights
of
ProShares
Bitcoin
&
Ether
Equal
Weight
Strategy
ETF,
ProShares
Bitcoin
&
Ether
Market
Cap
Weight
Strategy
ETF,
ProShares
Bitcoin
Strategy
ETF,
ProShares
Ether
Strategy
ETF,
ProShares
Short
Bitcoin
Strategy
ETF
and
ProShares
Short
Ether
Strategy
For
the
periods
ended
A
Six
Months
Ended
November
30,
2023
A
Year
Ended
May
31,
2023
A
Bitcoin
&
Ether
Equal
Weight
Strategy
ETF
...............................................
$
87
$
—
Bitcoin
&
Ether
Market
Cap
Weight
Strategy
ETF
...........................................
291
—
Bitcoin
Strategy
ETF
................................................................
98,388
180,527
Ether
Strategy
ETF
.................................................................
955
—
Short
Bitcoin
Strategy
ETF
...........................................................
21,391
59,228
Short
Ether
Strategy
ETF
............................................................
80
—