SEMIANNUAL REPORT

NOVEMBER 30, 2021

Geared

Short 7-10 Year Treasury  TBX

Short 20+ Year Treasury  TBF

Short Basic Materials  SBM

Short Dow30^SM  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 Oil & Gas  DDG

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 Basic Materials  UYM

Ultra Consumer Goods  UGE

Ultra Consumer Services  UCC

Ultra Dow30^SM  DDM

Ultra Financials  UYG

Ultra FTSE China 50  XPP

Ultra FTSE Europe  UPV

Ultra Health Care  RXL

Ultra High Yield  UJB

Ultra Industrials  UXI

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 Oil & Gas  DIG

Ultra QQQ  QLD

Ultra Real Estate  URE

Ultra Russell2000  UWM

Ultra S&P500^®  SSO

Ultra Semiconductors  USD

Ultra SmallCap600  SAA

Ultra Technology  ROM

Ultra Telecommunications  LTL

Ultra Utilities  UPW

UltraPro Dow30^SM  UDOW

UltraPro MidCap400  UMDD

UltraPro QQQ  TQQQ

UltraPro Russell2000  URTY

UltraPro S&P500^®  UPRO

UltraPro Short 20+ Year Treasury  TTT

UltraPro Short Dow30^SM  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 Basic Materials  SMN

UltraShort Consumer Goods  SZK

UltraShort Consumer Services  SCC

UltraShort Dow30^SM  DXD

UltraShort Financials  SKF

UltraShort FTSE China 50  FXP

UltraShort FTSE Europe  EPV

UltraShort Health Care  RXD

UltraShort Industrials  SIJ

UltraShort MidCap400  MZZ

UltraShort MSCI Brazil Capped  BZQ

UltraShort MSCI EAFE  EFU

UltraShort MSCI Emerging Markets  EEV

UltraShort MSCI Japan  EWV

UltraShort Nasdaq Biotechnology  BIS

UltraShort Oil & Gas  DUG

UltraShort QQQ  QID

UltraShort Real Estate  SRS

UltraShort Russell2000  TWM

UltraShort S&P500^®  SDS

UltraShort Semiconductors  SSG

UltraShort SmallCap600  SDD

UltraShort Technology  REW

UltraShort Utilities  SDP

PROSHARES TRUST  Distributor: SEI Investments Distribution Co.

TABLE OF CONTENTS

	I			Shareholder Letter
	II			Allocation of Portfolio Holdings & Index Composition
	XLV			Expense Examples
	1			Schedule of Portfolio Investments
	174			Statements of Assets and Liabilities
	189			Statements of Operations
	204			Statements of Changes in Net Assets

	233			Financial Highlights
	277			Notes to Financial Statements
	312			Liquidity Risk Management Program
	313			Board Approval of Investment Advisory Agreement
	317			Miscellaneous Information

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DEAR SHAREHOLDER:

As communities and economies around the world address the continually evolving impacts of the pandemic, I want to reaffirm ProShares' commitment to providing you, our investors, with products and services to help you meet your investment objectives. ProShares remains focused on ensuring the effective management of our funds.

Following is the ProShares Semiannual Report for the six months ended November 30, 2021.

U.S. Stocks Rose Despite Continued Worries

U.S. equities posted positive results during the reporting period, as measured by the S&P 500^® and the Dow Jones Industrial Average^® . Drivers of stock performance included a resilient economic recovery boosted by widespread vaccination, ongoing stimulus from the Federal Reserve and robust corporate earnings. Stocks closed at record highs on multiple days during the six-month period. However, volatility increased later in the period as investors began to worry about inflation, a surge in interest rates and ongoing supply chain challenges.

Inflation climbed to a 6.2% annual rate in October, according to the Bureau of Labor Statistics. The core inflation rate, which many economists prefer because it excludes volatile food and energy prices, climbed 4.6%. Investors were also concerned about the possibility of stocks retreating after the Fed announced plans to begin tapering its $120 billion monthly stimulus. Fed Chairman Powell stated that higher inflation was not "transitory," which many investors interpreted as a signal that the Fed's stimulus may end sooner than expected and interest rates could be hiked early in 2022. Equities managed to record positive returns for the period, despite the S&P 500 retreating 4.8% in September, rebounding in October, and declining sharply again in late November as word of the new omicron variant broke.

Over the six-month reporting period, the S&P 500 climbed 9.4%, the S&P MidCap 400^® declined 0.1%, and the small-cap Russell 2000 Index^® retreated 2.60%. The tech-heavy Nasdaq-100 Index^® rose 18.3%, while the Dow eked out 0.7%. Eight of 11 Dow Jones U.S. Industry Indexes advanced, including technology (23.2%), consumer goods (11.5%) and oil & gas (8.7%). Telecom declined 15.1% and basic materials fell 4.1%.

International Equities Declined

Developed markets outside North America retreated 4.1% during the period, as measured by the MSCI EAFE Index^® , and the MSCI Europe Index^® fell 3.9%. European stocks declined largely as a result of rising COVID-19 numbers and new government measures to stop the spread before the onset of winter. The emergence and spread of omicron also led to an extensive equity selloff toward the end of November.

The MSCI Japan Index^® fell 2.4%, while the broad MSCI Emerging Markets Index^® retreated 9.8%. The FTSE China 50 Index^® fell 16.1%, on concerns that the government could enact new lockdown measures because of the new variant.

U.S. Treasury Results Mixed; Investment Grade Outperformed High Yield

Bonds returned 1.0% overall during the reporting period, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index. Treasury results were mixed, with the Ryan Labs Treasury 10 Year Index and the Ryan Labs Treasury 30 Year Index climbing 1.5% and 10%, respectively, and the Ryan Labs Treasury 5 Year Index falling by 1.1%. The high yield corporate bond market returned 0.4% based on the Markit iBoxx $ Liquid High Yield Index, but it was outperformed by its investment-grade counterpart, up 2.1%, as measured by the Markit iBoxx $ Liquid Investment Grade Index. The U.S. dollar rose 6.2%, as measured by the Bloomberg Dollar Index Spot.

Geared (Leveraged and Inverse) Strategies Provided Opportunities

Positive large-cap equity performance led to significant opportunities across our leveraged S&P 500 and Dow product suites, and investors in the tech-heavy Nasdaq-100 saw a solid potential for gains, too. Volatility in the oil and gas markets also created the potential for geared fund returns, as did mixed results in international equities.

ProShares Launches the Industry's First U.S. Bitcoin-Linked ETF

Interest in the cryptocurrency market has been growing for years, and investors have especially awaited the launch of a bitcoin-linked ETF, as it would provide them a way to gain bitcoin futures exposure that they could buy and sell in their brokerage accounts. Building on our legacy of providing investors convenient, liquid access to asset classes, ProShares introduced the first bitcoin-linked ETF in the United States on October 19, 2021 — the ProShares Bitcoin Strategy ETF (BITO).

Over the period, ProShares' assets under management rose 24.2%, from $51.6 billion to $64.0 billion. In these rapidly evolving times, many investors have turned to ProShares Geared ETFs to tailor their portfolios to meet their goals. We thank you for the trust and confidence you have placed in us by choosing ProShares, and we appreciate the opportunity to continue serving your investing needs.

Sincerely,

Michael L. Sapir

Chairman of the Board of Trustees

ALLOCATION OF PORTFOLIO HOLDINGS &
INDEX COMPOSITION

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

ProShares Short 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by ICE Data Indices, LLC. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity of greater than or equal to seven years and less than or equal to ten years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

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

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

ProShares Short 20+ Year Treasury (Ticker: TBF)

ProShares Short 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by ICE Data Indices, LLC. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity of greater than or equal to twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(99	%)
Futures Contracts					(3	%)
Total Exposure					(102	%)

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

ICE U.S. Treasury 20+ Year Bond Index – Composition

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

ProShares Short Basic Materials (Ticker: SBM)

ProShares Short Basic Materials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones U.S. Basic Materials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure stock performance of U.S. companies in the basic materials industry. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

Dow Jones U.S. Basic Materials Index – Composition

				% of Index
Chemicals					64.2	%
Metals & Mining					16.3	%
Containers & Packaging					14.0	%
Construction Materials					4.9	%
Paper & Forest Products					0.6	%

ProShares Short Dow30^SM (Ticker: DOG)

ProShares Short Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(89	%)
Futures Contracts					(11	%)
Total Exposure					(100	%)

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

Dow Jones Industrial Average – Composition

				% of Index
Information Technology					22.9	%
Health Care					16.7	%
Financials					16.0	%
Consumer Discretionary					15.6	%
Industrials					14.6	%
Consumer Staples					7.3	%
Telecommunication Services					3.7	%
Energy					2.2	%
Materials					1.0	%

ProShares Short Financials (Ticker: SEF)

ProShares Short Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones U.S. Financials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the financials industry. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

Dow Jones U.S. Financials Index – Composition

				% of Index
Diversified Financials					32.8	%
Banks					25.6	%
Real Estate					20.3	%
Insurance					12.3	%
Software & Services					8.6	%
Commercial & Professional Services					0.4	%

ProShares Short FTSE China 50 (Ticker: YXI)

ProShares Short FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the FTSE China 50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained FTSE International Limited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

FTSE China 50 Index – Composition

				% of Index
Consumer Discretionary					33.1	%
Financials					26.3	%
Communication Services					19.0	%
Information Technology					5.3	%
Health Care					5.2	%
Real Estate					3.2	%
Energy					2.8	%
Consumer Staples					2.4	%
Materials					1.7	%
Industrials					1.0	%

ProShares Short High Yield (Ticker: SJB)

ProShares Short High Yield (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Markit iBoxx^® $ Liquid High Yield Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next not for any other period. IHS Markit Benchmark Administration Limited (IMBA) is the Index Administrator of the Index. The Index is a market-value weighted index designed to provide a balanced representation of U.S. dollar denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by a set of transparent and objective Index rules. Currently, the bonds eligible for inclusion in the Index include U.S. dollar denominated, corporate bonds for sale in the United States that are issued by companies domiciled in developed countries; are rated sub-investment grade using an average of Moody's Investor Service, Fitch Ratings or S&P Global Ratings; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and have at issuance an expected remaining life of 15 years of less, and at rebalancing minimum one year to expected maturity with new insertions minimum of at least one year and 6 months to maturity. There is no limit to the number of issues in the Index.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

Markit iBoxx $ Liquid High Yield Index – Composition

				% of Index
High Yield					100	%

ProShares Short MidCap400 (Ticker: MYY)

ProShares Short MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the S&P MidCap 400^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability, and public float.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

S&P MidCap 400 – Composition

				% of Index
Industrials					19.1	%
Consumer Discretionary					15.2	%
Financials					15.0	%
Information Technology					14.3	%
Real Estate					10.2	%
Health Care					9.8	%
Materials					6.0	%
Consumer Staples					3.4	%
Utilities					3.1	%
Energy					2.1	%
Telecommunication Services					1.8	%

ProShares Short MSCI EAFE (Ticker: EFZ)

ProShares Short MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the MSCI EAFE Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

MSCI EAFE Index – Country

				% of Index
Japan					23.5	%
United Kingdom					12.5	%
France					11.1	%
Others					10.9	%
Switzerland					10.8	%
Germany					8.8	%
Australia					7.0	%
Netherlands					6.3	%
Sweden					3.5	%
Hong Kong					2.9	%
Denmark					2.7	%

MSCI EAFE Index – Composition

				% of Index
Financials					16.8	%
Industrials					15.7	%
Consumer Discretionary					12.8	%
Health Care					12.7	%
Consumer Staples					10.4	%
Information Technology					9.9	%
Materials					7.4	%
Communication Services					4.7	%
Utilities					3.4	%
Energy					3.3	%
Real Estate					2.9	%

ProShares Short MSCI Emerging Markets (Ticker: EUM)

ProShares Short MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the MSCI Emerging Markets Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in emerging market countries.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

MSCI Emerging Markets Index – Country

				% of Index
China					32.0	%
Taiwan					15.5	%
Korea					12.2	%
India					12.1	%
Others					10.3	%
Brazil					4.1	%
Russia					3.6	%
Saudi Arabia					3.3	%
South Africa					3.0	%
Hong Kong					2.1	%
Mexico					1.8	%

MSCI Emerging Markets Index – Composition

				% of Index
Information Technology					21.8	%
Financials					19.4	%
Consumer Discretionary					14.6	%
Communication Services					10.8	%
Materials					8.4	%
Consumer Staples					5.7	%
Energy					5.6	%
Industrials					4.9	%
Health Care					4.6	%
Utilities					2.2	%
Real Estate					2.0	%

ProShares Short Oil & Gas (Ticker: DDG)

ProShares Short Oil & Gas (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones U.S. Oil & Gas^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the oil and gas sector. Component companies typically are engaged in the following activities related to the oil and gas sector, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

Dow Jones U.S. Oil & Gas Index – Composition

				% of Index
Oil, Gas & Consumable Fuels					89.5	%
Energy Equipment & Services					7.3	%
Electrical Equipment					1.7	%
Semiconductors & Semiconductor Equipment					0.9	%
Electric Utilities					0.6	%

ProShares Short QQQ (Ticker: PSQ)

ProShares Short QQQ (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the NASDAQ-100^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its net asset value ("NAV") to the next time the Fund calculates its NAV, and not for any other period. The Index is constructed and maintained by Nasdaq Inc. The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(94	%)
Futures Contracts					(6	%)
Total Exposure					(100	%)

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

NASDAQ-100 Index – Composition

				% of Index
Information Technology					50.8	%
Consumer Discretionary					18.0	%
Communication Services					17.4	%
Health Care					5.8	%
Consumer Staples					4.6	%
Industrials					2.6	%
Utilities					0.8	%

ProShares Short Real Estate (Ticker: REK)

ProShares Short Real Estate (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Dow Jones U.S. Real Estate^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its net asset value ("NAV") to the next time the Fund calculates its NAV, and not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to track the performance of real estate investment trusts ("REITs") and other companies that invest directly or indirectly in real estate through development management or ownership, including of the property agencies. Component companies include, among others, real estate holding and development and real estate services companies and REITs. REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

Dow Jones U.S. Real Estate Index – Composition

				% of Index
Equity Real Estate Investment Trusts (REITs)					90.8	%
Real Estate Management & Development					4.6	%
Mortgage Real Estate Investment Trusts (REITs)					2.5	%
Professional Services					2.1	%

ProShares Short Russell2000 (Ticker: RWM)

ProShares Short Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Russell 2000^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its net asset value ("NAV") to the next time the Fund calculates its NAV, and not for any other period. The Index is constructed and maintained by FTSE Russell. The Index is a measure of smallcap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the U.S. equity market and includes approximately 3,000 of the largest companies in the U.S. The Russell 3000^® Index includes large-, mid-, and small-capitalization companies.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(92	%)
Futures Contracts					(8	%)
Total Exposure					(100	%)

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

Russell 2000 Index – Composition

				% of Index
Health Care					18.3	%
Financials					15.8	%
Industrials					15.3	%
Information Technology					14.5	%
Consumer Discretionary					11.6	%
Real Estate					7.1	%
Energy					4.4	%
Materials					3.7	%
Communication Services					3.4	%
Consumer Staples					3.3	%
Utilities					2.6	%

ProShares Short S&P500^® (Ticker: SH)

ProShares Short S&P500^® (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the S&P 500^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its net asset value ("NAV") to the next time the Fund calculates its NAV, and not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

Allocation of Portfolio Holdings & Index Composition as of 11/31/21

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(94	%)
Futures Contracts					(6	%)
Total Exposure					(100	%)

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

S&P 500 – Composition

				% of Index
Information Technology					29.3	%
Consumer Discretionary					13.2	%
Health Care					12.7	%
Financials					10.8	%
Telecommunication Services					10.4	%
Industrials					7.8	%
Consumer Staples					5.6	%
Energy					2.7	%
Real Estate					2.6	%
Materials					2.5	%
Utilities					2.4	%

ProShares Short SmallCap600 (Ticker: SBB)

ProShares Short SmallCap600 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the S&P SmallCap 600^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its net asset value ("NAV") to the next time the Fund calculates its NAV, and not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 600 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

S&P SmallCap 600 – Composition

				% of Index
Financials					18.6	%
Industrials					17.1	%
Information Technology					14.0	%
Consumer Discretionary					13.1	%
Health Care					12.1	%
Real Estate					7.7	%
Materials					4.9	%
Energy					4.7	%
Consumer Staples					4.3	%
Telecommunication Services					1.8	%
Utilities					1.7	%

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

ProShares Ultra 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by ICE Data Indices, LLC. The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greater than or equal to seven years and less than or equal to ten years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve System (the "Fed"). In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Long-Term U.S. Treasury Obligations					79	%
Swap Agreements					120	%
Futures Contracts					1	%
Total Exposure					200	%

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

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

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

ProShares Ultra 20+ Year Treasury (Ticker: UBT)

ProShares Ultra 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by ICE Data Indices, LLC. The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greater than or equal to twenty years and has $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Long-Term U.S. Treasury Obligations					41	%
Swap Agreements					156	%
Futures Contracts					4	%
Total Exposure					201	%

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

ICE U.S. Treasury 20+ Year Bond Index – Composition

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

ProShares Ultra Basic Materials (Ticker: UYM)

ProShares Ultra Basic Materials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Basic Materials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index designed to measure the stock performance of U.S. companies in the basic materials industry. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					86	%
Swap Agreements					114	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Linde plc					16.6	%
Air Products and Chemicals, Inc.					6.4	%
Ecolab, Inc.					5.6	%
Freeport-McMoRan, Inc.					5.5	%
Newmont Corp.					4.4	%

Dow Jones U.S. Basic Materials Index – Composition

				% of Index
Chemicals					64.2	%
Metals & Mining					16.3	%
Containers & Packaging					14.0	%
Construction Materials					4.9	%
Paper & Forest Products					0.6	%

ProShares Ultra Consumer Goods (Ticker: UGE)

ProShares Ultra Consumer Goods (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Consumer Goods^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the consumer goods industry. Component companies include, among others, automobiles and auto parts and tires, brewers and distillers, farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing, accessories and footwear. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					76	%
Swap Agreements					124	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Tesla, Inc.					18.8	%
Procter & Gamble Co. (The)					7.1	%
PepsiCo, Inc.					4.5	%
NIKE, Inc., Class B					4.4	%
Coca-Cola Co. (The)					4.1	%

Dow Jones U.S. Consumer Goods Index – Composition

				% of Index
Automobiles & Components					32.5	%
Food, Beverage & Tobacco					30.5	%
Consumer Durables & Apparel					16.0	%
Household & Personal Products					15.8	%
Media & Entertainment					3.0	%
Retailing					1.1	%
Capital Goods					0.8	%
Food & Staples Retailing					0.3	%

ProShares Ultra Consumer Services (Ticker: UCC)

ProShares Ultra Consumer Services (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Consumer Services^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the consumer services industry. Component companies include, among others, airlines, broadcasting and entertainment, apparel and broadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					81	%
Swap Agreements					119	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Amazon.com, Inc.					21.5	%
Home Depot, Inc. (The)					6.0	%
Netflix, Inc.					4.0	%
Walt Disney Co. (The)					3.7	%
Costco Wholesale Corp.					3.4	%

Dow Jones U.S. Consumer Services Index – Composition

				% of Index
Retailing					49.7	%
Media & Entertainment					19.8	%
Consumer Services					15.7	%
Food & Staples Retailing					9.7	%
Transportation					2.9	%
Commercial & Professional Services					1.6	%
Health Care Equipment & Services					0.5	%
Software & Services					0.1	%

ProShares Ultra Dow30^SM (Ticker: DDM)

ProShares Ultra Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones Industrial Average ^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					84	%
Swap Agreements					108	%
Futures Contracts					8	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
UnitedHealth Group, Inc.					7.2	%
Home Depot, Inc. (The)					6.5	%
Goldman Sachs Group, Inc. (The)					6.1	%
Microsoft Corp.					5.3	%
salesforce.com, Inc.					4.6	%

Dow Jones Industrial Average – Composition

				% of Index
Information Technology					22.9	%
Health Care					16.7	%
Financials					16.0	%
Consumer Discretionary					15.6	%
Industrials					14.6	%
Consumer Staples					7.3	%
Telecommunication Services					3.7	%
Energy					2.2	%
Materials					1.0	%

ProShares Ultra Financials (Ticker: UYG)

ProShares Ultra Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Financials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the financials industry. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly, in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					67	%
Swap Agreements					133	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Berkshire Hathaway, Inc., Class B					4.9	%
JPMorgan Chase & Co.					4.5	%
Bank of America Corp.					3.3	%
Visa, Inc., Class A					3.2	%
Mastercard, Inc., Class A					2.6	%

Dow Jones U.S. Financials Index – Composition

				% of Index
Diversified Financials					32.8	%
Banks					25.6	%
Real Estate					20.3	%
Insurance					12.3	%
Software & Services					8.6	%
Commercial & Professional Services					0.4	%

ProShares Ultra FTSE China 50 (Ticker: XPP)

ProShares Ultra FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the FTSE China 50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by FTSE International Limited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

FTSE China 50 Index – Composition

				% of Index
Consumer Discretionary					33.1	%
Financials					26.3	%
Communication Services					19.0	%
Information Technology					5.3	%
Health Care					5.2	%
Real Estate					3.2	%
Energy					2.8	%
Consumer Staples					2.4	%
Materials					1.7	%
Industrials					1.0	%

ProShares Ultra FTSE Europe (Ticker: UPV)

ProShares Ultra FTSE Europe (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the FTSE Developed Europe All Cap Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by FTSE International Limited. The Index is a free float-adjusted market cap weighted index representing the performance of large-, mid- and small-cap companies in Developed European markets, including the United Kingdom.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

FTSE Developed Europe All Cap Index – Country

				% of Index
United Kingdom					20.0	%
Switzerland					15.6	%
France					15.2	%
Germany					13.1	%
Netherlands					9.2	%
Others					7.2	%
Sweden					6.5	%
Denmark					4.0	%
Spain					3.5	%
Italy					3.5	%
Finland					2.2	%

FTSE Developed Europe All Cap Index – Composition

				% of Index
Industrials					16.1	%
Financials					15.8	%
Health Care					13.5	%
Consumer Staples					11.5	%
Consumer Discretionary					11.5	%
Information Technology					8.8	%
Materials					8.0	%
Energy					4.3	%
Utilities					4.1	%
Communication Services					3.8	%
Real Estate					2.6	%

ProShares Ultra Health Care (Ticker: RXL)

ProShares Ultra Health Care (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Health Care^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the healthcare industry. Component companies include, among others, health care providers, biotechnology companies, medical supplies, advanced medical devices and pharmaceuticals. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					83	%
Swap Agreements					117	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
UnitedHealth Group, Inc.					6.4	%
Johnson & Johnson					6.2	%
Pfizer, Inc.					4.6	%
Thermo Fisher Scientific, Inc.					3.8	%
Abbott Laboratories					3.4	%

Dow Jones U.S. Health Care Index – Composition

				% of Index
Pharmaceuticals					25.8	%
Health Care Equipment & Supplies					22.3	%
Health Care Providers & Services					19.1	%
Biotechnology					17.0	%
Life Sciences Tools & Services					15.4	%
Health Care Technology					0.4	%

ProShares Ultra High Yield (Ticker: UJB)

ProShares Ultra High Yield (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Markit iBoxx^® $ Liquid High Yield Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. IHS Markit Benchmark Administration Limited (IMBA) is the Index Administrator of the Index. The Index is a market-value weighted index designed to provide a balanced representation of U.S. dollar denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by a set of transparent and objective Index rules. Currently, the bonds eligible for inclusion in the Index include U.S. dollar denominated, corporate bonds for sale in the United States that are issued by companies domiciled in developed countries; are rated sub-investment grade using an average of Moody's Investor Service, Fitch Ratings or S&P Global Ratings; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and have at issuance an expected remaining life of 15 years or less, and at rebalancing minimum one year to expected maturity with new insertions minimum of at least one year and 6 months to maturity. There is no limit to the number of issues in the Index. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

Markit iBoxx $ Liquid High Yield
Index – Composition

				% of Index
High Yield					100.0	%

ProShares Ultra Industrials (Ticker: UXI)

ProShares Ultra Industrials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Industrials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the industrials industry. Component companies include, among others, building materials, heavy construction, factory equipment, heavy machinery, industrial services, pollution control, containers and packaging, industrial diversified, air freight, marine transportation, railroads, trucking, land-transportation equipment, shipbuilding, transportation services, advanced industrial equipment, electric components and equipment, and aerospace. The Index is a market cap weighted index that is updated in March, June, September and December.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

Largest Equity Holdings

Company				% of Net Assets
Accenture plc, Class A					3.7	%
PayPal Holdings, Inc.					3.5	%
Union Pacific Corp.					2.5	%
United Parcel Service, Inc., Class B					2.3	%
Honeywell International, Inc.					2.2	%

Dow Jones U.S. Industrials Index – Composition

				% of Index
Capital Goods					47.9	%
Software & Services					18.6	%
Transportation					13.2	%
Commercial & Professional Services					7.4	%
Technology Hardware & Equipment					6.3	%
Materials					6.2	%
Pharmaceuticals, Biotechnology & Life Sciences					0.4	%

ProShares Ultra MidCap400 (Ticker: MVV)

ProShares Ultra MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P MidCap 400^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					91	%
Swap Agreements					104	%
Futures Contracts					5	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Signature Bank					0.7	%
FactSet Research Systems, Inc.					0.7	%
SolarEdge Technologies, Inc.					0.7	%
Molina Healthcare, Inc.					0.6	%
Camden Property Trust					0.6	%

S&P MidCap 400 – Composition

				% of Index
Industrials					19.1	%
Consumer Discretionary					15.2	%
Financials					15.0	%
Information Technology					14.3	%
Real Estate					10.2	%
Health Care					9.8	%
Materials					6.0	%
Consumer Staples					3.4	%
Utilities					3.1	%
Energy					2.1	%
Telecommunication Services					1.8	%

ProShares Ultra MSCI Brazil Capped (Ticker: UBR)

ProShares Ultra MSCI Brazil Capped (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI Brazil 25/50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by MSCI Inc. The MSCI Brazil 25/50 Index is designed to measure the performance of the large and mid cap segments of the Brazilian market. It applies certain investment limits that are imposed on regulated investment companies, or RICs, under the current US Internal Revenue Code. The Index covers approximately 85% of the free float-adjusted market capitalization in Brazil.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

MSCI Brazil 25/50 Index – Composition

				% of Index
Financials					23.7	%
Materials					22.8	%
Energy					16.3	%
Consumer Staples					10.6	%
Industrials					7.8	%
Utilities					6.2	%
Consumer Discretionary					5.8	%
Health Care					3.7	%
Communication Services					2.4	%
Information Technology					0.7	%

ProShares Ultra MSCI EAFE (Ticker: EFO)

ProShares Ultra MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI EAFE Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

MSCI EAFE Index – Country

				% of Index
Japan					23.5	%
United Kingdom					12.5	%
France					11.1	%
Others					10.9	%
Switzerland					10.8	%
Germany					8.8	%
Australia					7.0	%
Netherlands					6.3	%
Sweden					3.5	%
Hong Kong					2.9	%
Denmark					2.7	%

MSCI EAFE Index – Composition

				% of Index
Financials					16.8	%
Industrials					15.7	%
Consumer Discretionary					12.8	%
Health Care					12.7	%
Consumer Staples					10.4	%
Information Technology					9.9	%
Materials					7.4	%
Communication Services					4.7	%
Utilities					3.4	%
Energy					3.3	%
Real Estate					2.9	%

ProShares Ultra MSCI Emerging Markets (Ticker: EET)

ProShares Ultra MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI Emerging Markets Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in emerging market countries.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

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

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

MSCI Emerging Markets Index – Country

				% of Index
China					32.0	%
Taiwan					15.5	%
Korea					12.2	%
India					12.1	%
Others					10.3	%
Brazil					4.1	%
Russia					3.6	%
Saudi Arabia					3.3	%
South Africa					3.0	%
Hong Kong					2.1	%
Mexico					1.8	%

MSCI Emerging Markets Index – Composition

				% of Index
Information Technology					21.8	%
Financials					19.4	%
Consumer Discretionary					14.6	%
Communication Services					10.8	%
Materials					8.4	%
Consumer Staples					5.7	%
Energy					5.6	%
Industrials					4.9	%
Health Care					4.6	%
Utilities					2.2	%
Real Estate					2.0	%

ProShares Ultra MSCI Japan (Ticker: EZJ)

ProShares Ultra MSCI Japan (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI Japan Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by MSCI Inc. The Index adjusts the market capitalization of Index constituents for free float and targets for Index inclusion 85% of the free float-adjusted market capitalization in Japan.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					12	%
Swap Agreements					188	%
Total Exposure					200	%

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

MSCI Japan Index – Composition

				% of Index
Industrials					22.2	%
Consumer Discretionary					19.2	%
Information Technology					15.5	%
Health Care					9.9	%
Financials					8.9	%
Communication Services					7.9	%
Consumer Staples					6.7	%
Materials					4.7	%
Real Estate					3.4	%
Utilities					0.9	%
Energy					0.7	%

ProShares Ultra Nasdaq Biotechnology (Ticker: BIB)

ProShares Ultra Nasdaq Biotechnology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the NASDAQ Biotechnology^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index is a modified capitalization-weighted index that includes securities of Nasdaq listed companies that are classified as either biotechnology or pharmaceutical. The securities also meet other eligibility criteria determined by the Index Provider, including minimum market capitalization and liquidity requirements.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					93	%
Swap Agreements					107	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Moderna, Inc.					7.9	%
Amgen, Inc.					7.4	%
Gilead Sciences, Inc.					7.3	%
Regeneron Pharmaceuticals, Inc.					5.7	%
Illumina, Inc.					4.9	%

NASDAQ Biotechnology Index – Composition

				% of Index
Biotechnology					82.7	%
Life Sciences Tools & Services					8.1	%
Pharmaceuticals					8.1	%
Health Care Providers & Services					1.1	%

ProShares Ultra Nasdaq Cloud Computing (Ticker: SKYU)

ProShares Ultra Nasdaq Cloud Computing (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ISE CTA Cloud Computing Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index is comprised of companies classified as "cloud computing" companies by the Consumer Technology Association ("CTA"). CTA classifies companies as cloud computing if the company is engaged in one or more of the following activities: Infrastructure-as-a-Service, Platform-as-a-Service or Software-as-a-Service. The companies must also meet other eligibility criteria determined by the Index Provider, including minimum market capitalization and liquidity requirements. The Index includes large-, mid-, and small-capitalization companies.

Allocation of Portfolio Holdings & Index Composition as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Equity Securities					58	%
Swap Agreements					142	%
Total Exposure					200	%

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