SEMIANNUAL REPORT

NOVEMBER 30, 2021

Big Data Refiners ETF  DAT

Bitcoin Strategy ETF*  BITO

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 Strategy ETF*  OILK

Large Cap Core Plus  CSM

Long Online/Short Stores ETF  CLIX

Managed Futures Strategy ETF*  FUT

Merger ETF  MRGR

Morningstar Alternatives Solution ETF  ALTS

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

On-Demand ETF  OND

Online Retail ETF  ONLN

Pet Care ETF  PAWZ

RAFI^TM Long/Short  RALS

Russell 2000 Dividend Growers ETF  SMDV

Russell U.S. Dividend Growers ETF  TMDV

S&P 500^® Bond ETF  SPXB

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 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

Short Term USD Emerging Markets Bond ETF  EMSH

Smart Materials ETF  TINT

*  The Bitcoin Strategy ETF, K-1 Free Crude Oil Strategy ETF and Managed Futures Strategy ETF funds are consolidated with Cayman Bitcoin Strategy Portfolio, Cayman Crude Oil Strategy Portfolio and Cayman Portfolio I, 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.

PROSHARES TRUST  Distributor: SEI Investments Distribution Co.

TABLE OF CONTENTS

	I			Shareholder Letter
	II			Allocation of Portfolio Holdings & Index Composition
	XXVII			Expense Examples
	1			Schedule of Portfolio Investments
	103			Statements of Assets and Liabilities
	111			Statements of Operations
	119			Statements of Changes in Net Assets

	134			Statement of Cash Flow
	136			Financial Highlights
	156			Notes to Financial Statements
	184			Liquidity Risk Management Program
	185			Board Approval of Investment Advisory Agreement
	193			Miscellaneous Information

Receive investor materials electronically:

Shareholders may sign up for electronic delivery of investor materials. By doing so, you will receive the information faster and help us reduce the impact on the environment of providing these materials. To enroll in electronic delivery,

1.  Go to www.icsdelivery.com

2.  Select the first letter of your brokerage firm's name.

3.  From the list that follows, select your brokerage firm. If your brokerage firm is not listed, electronic delivery may not be available. Please contact your brokerage firm.

4.  Complete the information requested, including the e-mail address where you would like to receive notifications for electronic documents.

Your information will be kept confidential and will not be used for any purpose other than electronic delivery. If you change your mind, you can cancel electronic delivery at any time and revert to physical delivery of your materials. Just go to www.icsdelivery.com, perform the first three steps above, and follow the instructions for cancelling electronic delivery. If you have any questions, please contact your brokerage firm.

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 2.6%. 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.

ProShares Launches New Funds, Including 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).

ProShares also expanded its lineup of thematic ETFs during the period, launching six funds to provide investors with access to companies changing how businesses operate, innovate and compete. The funds are the ProShares On-Demand ETF (OND), ProShares Smart Materials ETF (TINT), ProShares Nanotechnology ETF (TINY), ProShares S&P Kensho Smart Factories ETF (MAKX), ProShares Big Data Refiners ETF (DAT), and ProShares S&P Kensho Cleantech ETF (CTEX).

Over the period, ProShares' assets under management rose 24.2%, from $51.6 billion to $64.0 billion. In these continually evolving times, ProShares offers an array of funds designed to suit investors' wide range of investment objectives and goals. We continue to introduce products as needs evolve, and remain the industry leader in strategies such as dividend growth, interest hedged bond, geared investing and thematics. 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 needs.

Sincerely,

Michael L. Sapir
Chairman of the Board of Trustees

ALLOCATION OF PORTFOLIO HOLDINGS AND
INDEX COMPOSITION

ProShares Big Data Refiners ETF (Ticker: DAT)

ProShares Data Refiners ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Big Data Refiners Index (the "Index"). The Index consists of companies that provide analytics and infrastructure for managing and extracting information from large data sets. The Index includes companies whose principal business is the provision of analytics, software, hardware, and other computing infrastructure for managing and extracting information from large structured and unstructured data sets, as determined by the Index methodology. The Index is owned and administered by FactSet Research Systems, Inc. (the "Index Provider"). In order to be included in the Index, a company must be included in at least one of nine FactSet^® Revere Business Industry Classification System Sub-Industries ("RBICS Sub-Industries") that the Index Provider has identified as big data related. The nine eligible RBICS Sub-Industries are: Business Intelligence Software, Business Intelligence/Data Warehousing Consulting, Customer Service Software, Data Storage Infrastructure Software, Enterprise Middleware Software, Government and Public Service Industry Software, Information Storage Systems, Network Administration Software and Peripheral and Other Commerce Equipment Makers. The Index is reconstituted and rebalanced semiannually in June and December.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					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.

Largest Equity Holdings

Company				% of Net Assets
Datadog, Inc., Class A					8.6	%
MongoDB, Inc.					6.7	%
Snowflake, Inc., Class A					6.0	%
Nice Ltd. (ADR)					5.7	%
Tyler Technologies, Inc.					5.5	%

Big Data Refiners Index – Composition

				% of Index
Information Technology					97.7	%
Consumer Discretionary					1.5	%
Industrials					0.8	%

Big Data Refiners Index – Country

				% of Index
United States					92.3	%
Isreal					5.7	%
Australia					0.7	%
Poland					0.5	%
Japan					0.4	%
Netherlands					0.4	%

ProShares Bitcoin Strategy ETF (Ticker: BITO)

ProShares Bitcoin Strategy ETF (the "Fund") seeks capital appreciation. There can be no assurance that the Fund will achieve its investment objective. The Fund does not invest directly in bitcoin. The Fund seeks to provide capital appreciation primarily through managed exposure to bitcoin futures contracts. The Fund expects to gain exposure by investing a portion of its assets in a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands and advised by ProShare Advisors. Unlike the Fund, the Subsidiary is not an investment company registered under the Investment Company Act of 1940. The Fund generally expects to invest approximately 25% of its total assets in this subsidiary. The Fund may, however, exceed this amount from time to time if the Advisor believes doing so is in the best interests of the Fund, such as to help the Fund achieve its investment objective or manage tax efficiency of the Fund.

Allocation of Portfolio Holdings as of 11/30/21

Market Exposure

Investment Type				% of Net Assets
Futures Contracts					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.

Holdings

The ProShares Bitcoin Strategy ETF primarily invests in non-equity securities, which may include: futures contracts, repurchase agreements and reverse repurchase agreements and U.S. Government securities.

ProShares Decline of the Retail Store ETF (Ticker: EMTY)

ProShares Decline of the Retail Store ETF (the "Fund") seeks capital appreciation from the decline of bricks and mortar retailers through short exposure (-1x) to the Solactive-ProShares Bricks and Mortar Retail Store 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 Index is constructed and maintained by Solactive AG. The Index seeks to measure the performance of publicly traded "bricks and mortar" retail companies whose retail revenue is derived principally from in-store sales. Short exposure may be attractive to investors who believe bricks and mortar stores face threats from ongoing trends, such as the growth of online shopping and markets oversaturated with stores. Companies must derive more than 50% of their global revenues from retail operations and more than 75% of their retail revenues from in-store sales to be included in the Index. In addition a company must be domiciled in the US; its securities must be listed on a U.S. stock exchange and must meet certain liquidity and market capitalization requirements. The Index includes only U.S. companies. The Index is rebalanced monthly to equal weight and reconstituted in June each year.

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.

Solactive-ProShares Bricks and Mortar Retail Store
Composite Index – Composition

				% of Index
Consumer Discretionary					67.1	%
Consumer Staples					30.2	%
Materials					2.7	%

ProShares DJ Brookfield Global Infrastructure ETF (Ticker: TOLZ)

ProShares DJ Brookfield Global Infrastructure ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Dow Jones Brookfield Global Infrastructure Composite Index (the "Index"). The Index, constructed and maintained by S&P Dow Jones Indices LLC, consists of companies domiciled globally that qualify as "pure-play" infrastructure companies — companies whose primary business is the ownership and operation of infrastructure assets, activities that generally generate long-term stable cash flows.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					92	%
Closed End Funds					1	%
Master Limited Partnership					7	%
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.

Largest Equity Holdings

Company				% of Net Assets
American Tower Corp.					8.5	%
Enbridge, Inc.					6.1	%
Crown Castle International Corp.					5.6	%
National Grid plc					4.1	%
Vinci SA					3.9	%

Dow Jones Brookfield Global Infrastructure Composite
Index – Composition

				% of Index
Oil & Gas Storage & Transportation					34.6	%
Communications					20.8	%
Electricity Transmission & Distribution					15.8	%
Master Limited Partnerships (MLP)					7.5	%
Diversified					6.8	%
Water					5.9	%
Toll Roads					4.3	%
Airports					3.9	%
Ports					0.4	%

Dow Jones Brookfield Global Infrastructure Composite
Index – Country

				% of Index
United States					51.0	%
Canada					14.7	%
United Kingdom					6.7	%
Spain					6.5	%
France					4.8	%
Australia					4.3	%
Italy					3.2	%
Other					2.8	%
Hong Kong					2.5	%
China					2.4	%
Japan					1.1	%

ProShares Equities for Rising Rates ETF (Ticker: EQRR)

ProShares Equities for Rising Rates ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Nasdaq U.S. Large Cap Equities for Rising Rates Index (the "Index"). The goal of the Index is to provide relative outperformance, as compared to traditional large-cap indexes, during periods of rising U.S. Treasury rates. The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider). The component securities of the Index are selected by the Index Provider from a universe of the 500 largest companies (based on market capitalization) listed on U.S. stock exchanges. The Index consists of 50 companies whose stock prices historically have tended to outperform the Universe during periods of rising interest rates.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					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.

Largest Equity Holdings

Company				% of Net Assets
Devon Energy Corp.					3.1	%
Bank of America Corp.					3.1	%
Raymond James Financial, Inc.					3.1	%
Citizens Financial Group, Inc.					3.1	%
State Street Corp.					3.1	%

Nasdaq U.S. Large Cap
Equities for Rising Rates
Index – Composition

				% of Index
Financials					30.4	%
Energy					25.9	%
Basic Materials					20.3	%
Industrials					14.0	%
Telecommunications					9.4	%

ProShares Global Listed Private Equity ETF (Ticker: PEX)

ProShares Global Listed Private Equity ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the LPX Direct Listed Private Equity Index (the "Index"). The Index, published by LPX AG ("LPX"), consists of up to 30 qualifying listed private equity companies. A listed private equity company is an eligible candidate for the Index if its direct private equity investments, as well as cash and cash equivalent positions and post-initial public offering listed investments, represent more than 80% of the total assets of the company.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					87	%
Closed End Funds					11	%
Master Limited Partnership					2	%
Total Exposure					100	%

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

Largest Equity Holdings

Company				% of Net Assets
3i Group plc					10.9	%
Kinnevik AB, Class B					10.3	%
Ares Capital Corp.					9.8	%
FS KKR Capital Corp.					7.7	%
Onex Corp.					4.6	%

LPX Direct Listed Private Equity
Index – Country

				% of Index
United States					45.1	%
United Kingdom					18.4	%
Sweden					13.9	%
France					7.7	%
Canada					4.6	%
Guernsey					3.1	%
Switzerland					3.0	%
Belgium					1.7	%
Germany					1.3	%
Bermuda					1.2	%

ProShares Hedge Replication ETF (Ticker: HDG)

ProShares Hedge Replication ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Merrill Lynch Factor Model^® — Exchange Series (the "Benchmark"). The Benchmark, sponsored by Merrill Lynch International, seeks to provide the risk and return characteristics of the hedge fund asset class by targeting a high correlation to the HFRI Fund Weighted Composite Index (the "HFRI"). The HFRI is designed to reflect hedge fund industry performance through an equally weighted composite of over 2000 constituent funds. In seeking to maintain a high correlation with the HFRI, the Benchmark utilizes a synthetic model to establish, each month, weighted long or short (or, in certain cases, long or flat) positions in six underlying factors ("Factors"). The Factors that comprise the Benchmark are (1) the S&P 500 Total Return Index, (2) the MSCI EAFE US Dollar Net Total Return Index, (3) the MSCI Emerging Markets US Dollar Net Total Return Index, (4) the Russell 2000 Total Return Index, (5) three-month U.S. Treasury Bills, and (6) the ProShares UltraShort Euro ETF.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					24	%
Swap Agreements (Long)					15	%
Long Euro Futures Contracts					8	%

"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
AMC Entertainment Holdings, Inc., Class A					0.2	%
Avis Budget Group, Inc.					0.1	%
Lattice Semiconductor Corp.					0.1	%
Crocs, Inc.					0.1	%
Tetra Tech, Inc.					0.1	%

Merrill Lynch Factor Model – Exchange Series – Composition

				% of Benchmark
Three-month U.S. Treasury Bills					64.6	%
Russell 2000® Total Return Index					26.7	%
MSCI Emerging Markets Free USD Net Total Return					8.0	%
S&P 500® Total Return Index					3.0	%
MSCI EAFE USD Net Total Return Index					1.7	%
Proshares Ultrashort Euro ETF					(4.0	%)

ProShares High Yield-Interest Rate Hedged (Ticker: HYHG)

ProShares High Yield-Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE High Yield (Treasury Rate-Hedged) Index (the "Index"). The Index is comprised of (a) long positions in U.S. dollar denominated high yield corporate bonds ("high yield bonds") and (b) short positions in U.S. Treasury notes or bonds, in aggregate, of the approximate equivalent duration to the high yield bonds. Currently, the bonds eligible for inclusion in the Index include high yield bonds that are issued by companies domiciled in the U.S. and Canada, and that: are fixed rate (including callable bonds); have a maximum rating of Ba1/BB+ by both Moody's Investors Service, Inc and Standard and Poor's Financial Services, LLC; and are subject to minimum issue outstanding, minimum time-to-maturity and maximum-time from issuance criteria. The Index is constructed and maintained by FTSE International Limited.

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

Market Exposure

Investment Type				% of Net Assets
High Yield Bonds					96	%
U.S. Treasury Notes Futures Contracts					(99	%)

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

Largest Long-Term Fixed-Income Holdings

				% of Net Assets
TransDigm, Inc., 6.25%, due 03/15/26					1.6	%
American Airlines, Inc., 5.50%, due 04/20/26					1.4	%
Square, Inc., 2.75%, due 06/01/26					1.1	%
BlackRock Liquidity FedFund, Institutional Class, 0.03%, due					1.1	%
CCO Holdings LLC, 5.13%, due 05/01/27					1.1	%

FTSE High Yield (Treasury Rate-Hedged)
Index – Composition

				% of High Yield Bonds
Industrials					82.4	%
Utilities					9.1	%
Financials					8.5	%

ProShares Inflation Expectations ETF (Ticker: RINF)

ProShares Inflation Expectations ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (the "Index"). The Index tracks the performance of (i) long positions in the most recently issued 30-year Treasury Inflation-Protected Securities ("TIPS"); (ii) duration-adjusted short positions in U.S. Treasury bonds of, in aggregate, approximate equivalent duration dollars to the TIPS; and (iii) a cash equivalent security that represents the repo rate earned on the short position. The Index is designed to measure the performance of the Break Even Rate of Inflation (BEI). The Index is constructed and maintained by FTSE International Limited.

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

Market Exposure

Investment Type				% of Net Assets
U.S. Treasury Obligations					77	%
Swap Agreements (Long)					23	%
Swap Agreements (Long exposure to inverse index)					156	%

"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 30-Year TIPS (Treasury Rate-Hedged)
Index – Composition

				% of Index
30-Year Treasury Inflation-Protected Securities (TIPS) Bond					100	%
30-Year U.S. Treasury Bond					(155	%)

ProShares Investment Grade-Interest Rate Hedged (Ticker: IGHG)

ProShares Investment Grade-Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE Corporate Investment Grade (Treasury Rate-Hedged) Index (the "Index"). The Index is comprised of (a) long positions in USD-denominated investment grade corporate bonds issued by both U.S. and foreign domiciled companies; and (b) short positions in U.S. Treasury notes or bonds, in aggregate, of the approximate equivalent duration to the investment grade bonds. Currently, the bonds eligible for inclusion in the Index include all investment grade bonds that are issued by U.S. and internationally domiciled companies that: are fixed rate; have a minimum rating of Baa3/BBB- by both Moody's Investors Service, Inc. and Standard and Poor's Financial Services, LLC; have a minimum face amount outstanding of $1 billion; and have at least five and a half (5.5) years until maturity. The Index is constructed and maintained by FTSE International Limited.

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

Market Exposure

Investment Type				% of Net Assets
Corporate Bonds					95	%
U.S. Treasury Notes/Bonds Futures Contracts					(97	%)

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

Largest Long-Term Fixed-Income Holdings

				% of Net Assets
GE Capital International Funding Co. Unlimited Co., 4.42%, due 11/15/35					1.5	%
Goldman Sachs Group, Inc. (The), 6.75%, due 10/01/37					1.5	%
Pfizer, Inc., 7.20%, due 03/15/39					1.0	%
GlaxoSmithKline Capital, Inc., 6.38%, due 05/15/38					0.9	%
International Business Machines Corp., 3.50%, due 05/15/29					0.9	%

FTSE Corporate Investment Grade (Treasury Rate-Hedged)
Index – Composition

				% of High Yield Bond
Industrials					49.4	%
Financials					40.2	%
Utilities					10.4	%

ProShares K-1 Free Crude Oil Strategy ETF (Ticker: OILK)

ProShares K-1 Free Crude Oil Strategy ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Bloomberg Commodity Balanced WTI Crude Oil Index^SM (the "Index")**. The Fund generally will not invest directly in WTI crude oil futures. The Fund expects to gain exposure to these investments by investing a portion of its assets in the ProShares Cayman Crude Oil Strategy Portfolio, a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the "Subsidiary"). The Subsidiary is advised by the Fund's Advisor and invests directly in WTI crude oil futures. 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, such as to help achieve the Fund's investment objective or increase the tax efficiency of the Fund.

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

Market Exposure

Investment Type				% of Net Assets
Commodity Futures Contracts (Long)					100	%
Total Exposure					100	%

Bloomberg Commodity Balanced WTI Crude Oil
Index^SM – Composition

				% of Index
WTI Crude Oil					100	%

ProShares Large Cap Core Plus (Ticker: CSM)

ProShares Large Cap Core Plus (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Credit Suisse 130/30 Large Cap Index (the "Index"). The Index is designed to replicate an investment strategy that establishes either long or short positions in the stocks of 500 leading large-cap U.S. companies by applying a rules-based ranking and weighting methodology. The Index intends to provide a representation of a quantitatively constructed 130/30 U.S. large cap equity strategy. This results in the Index having total long exposure of 130% and total short exposure of 30% at each monthly reconstitution date.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					94	%
Swap Agreements (Long)					35	%
Swap Agreements (Short)					(29	%)
Net 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.

Largest Equity Holdings

Company				% of Net Assets
Apple, Inc.					4.6	%
Microsoft Corp.					4.4	%
Amazon.com, Inc.					2.6	%
Meta Platforms, Inc., Class A					1.4	%
Tesla, Inc.					1.3	%

Credit Suisse 130/30 Large Cap
Index – Composition

				% of Index
Information Technology					27.0	%
Health Care					16.7	%
Consumer Discretionary					13.8	%
Communication Services					11.3	%
Financials					9.3	%
Consumer Staples					6.6	%
Industrials					5.3	%
Energy					4.2	%
Real Estate					3.6	%
Materials					1.7	%
Utilities					0.5	%

ProShares Long Online/Short Stores ETF (Ticker: CLIX)

ProShares Long Online/Short Stores ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Long Online/Short Stores Index (the "Index"). The Index is constructed and maintained by SolactiveAG. The Index consists of long positions in the online retailers included in the ProShares Online Retail Index and short positions in the "bricks and mortar" retailers included in the Solactive-ProShares Bricks and Mortar Retail Store Index.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					89	%
Swap Agreements (Long)					11	%
Swap Agreements (Short)					(50	%)
Total Exposure					50	%

"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.					21.8	%
Alibaba Group Holding Ltd. (ADR)					9.3	%
eBay, Inc.					4.1	%
Sea Ltd. (ADR)					3.5	%
JD.com, Inc. (ADR)					2.9	%

ProShares Long Online/Short Stores
Index – Composition

				% of Index
Consumer Discretionary					60.9	%
Communication Services					3.2	%
Health Care					2.1	%
Materials					(1.3	%)
Consumer Staples					(14.9	%)

ProShares Managed Futures Strategy ETF (Ticker: FUT)

ProShares Managed Futures Strategy ETF (the "Fund") seeks to provide positive returns that are not directly correlated to broad equity or fixed income markets. This actively managed Fund uses the S&P^® Strategic Futures Index as a performance benchmark (the "Benchmark"). The Benchmark seeks to capture the economic benefit from trends (in either direction) in the physical commodities, interest rates and currencies markets by taking long or short positions in related futures contracts. The Fund will not invest directly in Commodity Futures Contracts. The Fund expects to gain exposure to these investments by investing a portion of its assets in the ProShares Cayman Portfolio I, a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the "Subsidiary"). The Subsidiary is advised by the Fund's Advisor. Unlike the Fund, the Subsidiary is not an investment company registered under the Investment Company Act of 1940, as amended. 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 Subsidiary has the same investment objective as the Fund. 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, such as to help achieve the Fund's investment objective or increase the tax efficiency of the Fund.

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

Market Exposure

Investment Type				% of Net Assets
Commodity Futures Contracts (Long)					22	%
Commodity Futures Contracts (Short)					(10	%)
Currency Futures Contracts (Long)					20	%
Currency Futures Contracts (Short)					(16	%)
U.S. Treasury Notes Futures Contracts (Short)					(17	%)
U.S. Treasury Bonds Futures Contracts (Long)					13	%
Total Exposure					12	%

"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 Strategic Futures
Index – Composition

Commodities Holdings				% of Benchmark
Gold					2.8	%
Cocoa					2.7	%
Cotton					2.1	%
Sugar					2.0	%
Coffee					1.8	%
Copper					1.7	%
Wheat					1.7	%
Natural Gas					1.5	%
Corn					1.5	%
Heating Oil					1.4	%
Unleaded Gas					1.4	%
Silver					1.3	%
Crude Oil					1.2	%
Soybeans					(1.9	%)
Lean Hogs					(2.8	%)
Live Cattle					(6.5	%)

Currency Exposure				% of Benchmark
Swiss Franc					6.3	%
British Pound					5.6	%
Canadian Dollar					5.2	%
Australian Dollar					3.3	%
Euro					(6.7	%)
Japanese Yen					(9.5	%)
Fixed Income Holdings				% of Benchmark
30 Year Bond					12.8	%
10 Year Note					(16.8	%)

ProShares Merger ETF (Ticker: MRGR)

ProShares Merger ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P^® Merger Arbitrage Index (the "Index"). The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index seeks to produce consistent, positive returns in virtually all market environments, although there are no assurances it will achieve this result. The Index, created by Standard & Poor's^®, is comprised of a maximum of 80 companies, including up to 40 companies that are currently targets in merger deals, which are represented by long positions in the Index, and up to 40 companies that are acquirers for the same stock merger deals, which are represented by short positions in the Index. The Index includes a cash component, which earns the three-month U.S. Treasury Bill rate. The Index also includes a Treasury bill component which constitutes the remainder of the Index when net exposure from included Deals is less than 100%.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					86	%
Swap Agreements (Long)					21	%
Swap Agreements (Short)					(28	%)
Forward Currency Contracts					(21	%)

"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
Athene Holding Ltd., Class A					3.8	%
IHS Markit Ltd.					2.9	%
Veoneer, Inc.					2.7	%
Great Western Bancorp, Inc.					2.6	%
Shaw Communications, Inc., Class B					2.5	%

S&P Merger Arbitrage
Index – Composition

				% of Index
Industrials					18.7	%
Real Estate					14.8	%
Health Care					14.8	%
Information Technology					14.6	%
Utilities					10.4	%
Consumer Discretionary					7.5	%
Materials					7.3	%
Financials					4.8	%
Communication Services					3.8	%
Consumer Staples					3.5	%
Energy					(0.2	%)

Regional Exposure

				% of Index
United States					77.4	%
Australia					8.2	%
France					5.6	%
Canada					3.1	%
Italy					2.9	%
United Kingdom					2.8	%

ProShares Morningstar Alternatives Solution ETF (Ticker: ALTS)

ProShares Morningstar Alternatives Solution ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Morningstar^® Diversified Alternatives^SM Index (the "Index"). The Index seeks to provide diversified exposure to alternative asset classes. The Index consists of a comprehensive set of exchange-traded funds in the ProShares lineup that employ alternative and non-traditional strategies such as long/short, market neutral, managed futures, hedge-fund replication, private equity, infrastructure- or inflation-related investments.

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

Market Exposure

Investment Type				% of Net Assets
Exchange Traded Funds					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.

Largest Equity Holdings

Company				% of Net Assets
ProShares DJ Brookfield Global Infrastructure ETF					20.9	%
ProShares Merger ETF					19.3	%
ProShares Hedge Replication ETF					19.0	%
ProShares Global Listed Private Equity ETF					13.4	%
ProShares Inflation Expectations ETF					10.4	%

Morningstar Diversified
Alternatives Index – Composition

Strategy				% of Index
Infrastructure					20.9	%
Merger					19.4	%
Hedge Fund Replication					19.0	%
Private Equity					13.4	%
Inflation					10.4	%
Long/Short					9.0	%
Managed Futures					7.9	%

ProShares MSCI EAFE Dividend Growers ETF (Ticker: EFAD)

ProShares MSCI EAFE Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the MSCI EAFE Dividend Masters Index (the "Index"). The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI EAFE Index and have increased dividend payments each year for at least 10 years. The Index contains a minimum of 40 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index's weight, and no single country is allowed to comprise more than 50% of the Index's weight.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					99	%
Total Exposure					99	%

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

Largest Equity Holdings

Company				% of Net Assets
Sofina SA					1.6	%
Unicharm Corp.					1.6	%
TIS, Inc.					1.6	%
APA Group					1.5	%
DiaSorin SpA					1.5	%

MSCI EAFE Dividend Masters
Index – Composition

				% of Index
Industrials					20.0	%
Health Care					15.0	%
Consumer Staples					12.4	%
Information Technology					10.3	%
Materials					8.7	%
Real Estate					8.5	%
Consumer Discretionary					8.4	%
Financials					7.7	%
Utilities					7.5	%
Energy					1.5	%

MSCI EAFE Dividend Masters
Index – Country

				% of Index
Japan					23.5	%
United kingdom					17.0	%
Switzerland					10.4	%
Germany					9.5	%
Others					8.3	%
Hong Kong					7.3	%
Denmark					7.1	%
Netherlands					4.7	%
Belgium					4.6	%
France					4.5	%
Spain					3.1	%

ProShares MSCI Emerging Markets Dividend Growers ETF (Ticker: EMDV)

ProShares MSCI Emerging Markets Dividend Growers ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Emerging Markets Dividend Masters Index (the "Index"). The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI Emerging Markets Index and have increased dividend payments each year for at least 7 years. The Index contains a minimum of 40 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index's weight, and no single country is allowed to comprise more than 50% of the Index's weight.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					94	%
Total Exposure					94	%

"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
Hartalega Holdings Bhd.					2.2	%
Kweichow Moutai Co. Ltd., Class A					2.1	%
Power Grid Corp. of India Ltd.					2.0	%
Sinoma Science & Technology Co. Ltd., Class A					1.9	%
Shanghai Pharmaceuticals Holding Co. Ltd., Class A					1.9	%

MSCI Emerging Markets Dividend
Masters Index – Composition

				% of Index
Financials					25.2	%
Real Estate					18.7	%
Health Care					10.7	%
Consumer Staples					9.7	%
Materials					9.4	%
Consumer Discretionary					6.9	%
Information Technology					5.9	%
Industrials					5.8	%
Utilities					4.5	%
Energy					3.2	%

MSCI Emerging Markets Dividend
Masters Index – Country

				% of Index
China					38.8	%
India					21.2	%
Others					7.3	%
Indonesia					6.3	%
Russia					5.0	%
Taiwan					4.2	%
Philippines					4.1	%
Kuwait					4.0	%
Thailand					3.7	%
South Africa					3.5	%
Colombia					1.9	%

ProShares MSCI Europe Dividend Growers ETF (Ticker: EUDV)

ProShares MSCI Europe Dividend Growers ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Europe Dividend Masters Index (the "Index"). The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI Europe Index and have increased dividend payments each year for at least 10 years. The Index contains a minimum of 25 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index's weight, and no single country is allowed to comprise more than 50% of the Index's weight.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					99	%
Total Exposure					99	%

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

Largest Equity Holdings

Company				% of Net Assets
Sofina SA					2.8	%
DiaSorin SpA					2.8	%
Croda International plc					2.7	%
Enagas SA					2.7	%
United Utilities Group plc					2.7	%

MSCI Europe Dividend Masters
Index – Composition

				% of Index
Industrials					21.2	%
Health Care					21.1	%
Information Technology					13.8	%
Materials					13.5	%
Consumer Staples					11.9	%
Financials					9.7	%
Utilities					4.7	%
Real Estate					2.1	%
Telecommunication Services					2.0	%

MSCI Europe Dividend Masters
Index – Country

				% of Index
United Kingdom					26.2	%
Switzerland					16.0	%
Germany					14.6	%
Denmark					10.9	%
Netherlands					7.2	%
Belgium					7.0	%
France					6.9	%
Spain					4.8	%
Italy					2.4	%
Ireland					2.0	%
Norway					2.0	%

ProShares MSCI Transformational Changes ETF (Ticker: ANEW)

ProShares MSCI Transformational Changes ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Global Transformational Changes Index (the "Index"). The Index, constructed and maintained by MSCI (the "Index Provider"), selects companies which may benefit from transformational changes in how people work, take care of their health, and consume and connect — changes accelerated by COVID-19. The Index includes U.S., non-U.S. developed, and emerging market companies providing products or services associated with one or more of four Transformational Changes, as determined by the MSCI, Inc.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					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.

Largest Equity Holdings

Company				% of Net Assets
Moderna, Inc.					2.9	%
Apple, Inc.					2.2	%
NVIDIA Corp.					2.2	%
Danaher Corp.					2.1	%
Adobe, Inc.					2.1	%

MSCI Global Transformational Changes
Index – Composition

				% of Index
Information Technology					30.4	%
Health Care					29.1	%
Communication Services					12.6	%
Consumer Discretionary					11.5	%
Materials					9.3	%
Consumer Staples					4.0	%
Industrials					2.7	%
Real Estate					0.4	%

MSCI Global Transformational Changes
Index – Country

				% of Index
United States					77.9	%
China					6.6	%
Switzerland					4.3	%
Ireland					4.1	%
Germany					3.4	%
Taiwan					1.2	%
Others					0.8	%
Korea					0.5	%
Singapore					0.5	%
Netherlands					0.4	%
Canada					0.3	%

ProShares Nanotechnology ETF (Ticker: TINY)

ProShares Nanotechnology ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Nanotechnology Index (the "Index").The Index is constructed and maintained by Solactive AG (the "Index Provider"). The Index consists of companies that are listed on a stock exchange and meet certain market capitalization and liquidity requirements. The Index consists of companies focused on making or applying nanotechnology innovations that allow for improved products, processes, or techniques through control or measurement of material at nanoscale. The index includes companies exposed to nanotechnology through involvement in one or more of the following product or service areas; (i) Production of nanotechnology, which can be defined as the use of matter on an atomic and molecular level; (ii) Active in the fields of nanomedicine, nanomaterials, nanoelectronics, nanometrology or molecular nanotechnology; and (iii) Technologies that promote advances in or research related to nanotechnologies.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					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.

Largest Equity Holdings

Company				% of Net Assets
Novavax, Inc.					5.9	%
Advanced Micro Devices, Inc.					5.5	%
Lam Research Corp.					5.1	%
Onto Innovation, Inc.					5.0	%
Tower Semiconductor Ltd.					4.7	%

Solactive Nanotechnology
Index – Composition

				% of Index
Information Technology					72.4	%
Health Care					19.9	%
Materials					5.3	%
Industrials					2.4	%

Solactive Nanotechnology
Index – Country

				% of Index
United States					65.6	%
Japan					7.0	%
Israel					6.9	%
Taiwan					4.3	%
Netherlands					4.1	%
Singapore					3.5	%
Korea					3.2	%
United Kingdom					3.2	%
China					1.4	%
Germany					0.8	%

ProShares Nasdaq-100 Dorsey Wright Momentum ETF (Ticker: QQQA)

ProShares Nasdaq-100 Dorsey Wright Momentum ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the Nasdaq-100 Dorsey Wright Momentum Index (the "Index"). The Index, which is constructed and maintained by Dorsey, Wright & Associates, LLC ("Dorsey Wright"), consists of 21 securities from the Nasdaq-100 Index with the highest price momentum as determined by Dorsey Wright. The Nasdaq-100 includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. Dorsey Wright ranks each stock in the Nasdaq-100 based on relative performance using its proprietary "Relative Strength" momentum measure. The 21 stocks ranked the highest at each reconstitution (January, April, July and October) are included in the Index and assigned equal weights. The weightings of each security in the Index may fluctuate between reconstitution dates.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					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.

Largest Equity Holdings

Company				% of Net Assets
NVIDIA Corp.					7.1	%
Tesla, Inc.					6.6	%
Intuit, Inc.					5.6	%
Broadcom, Inc.					5.1	%
Marvell Technology, Inc.					5.0	%

Nasdaq-100 Dorsey Wright Momentum
Index – Composition

				% of Index
Information Technology					41.4	%
Health Care					22.7	%
Consumer Discretionary					18.2	%
Communication Services					12.9	%
Industrials					4.8	%

Nasdaq-100 Dorsey Wright Momentum
Index – Country

				% of Index
United States					87.5	%
Netherlands					4.9	%
Australia					4.4	%
China					3.2	%

ProShares On-Demand ETF (Ticker: OND)

ProShares On-Demand ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet On-Demand Index (the "Index"). The Index is owned and administered by FactSet Research Systems, Inc. (the "Index Provider"). The Index consists of companies which provide on-demand platforms and services to consumers. The Index includes companies whose principal business is the provision of platforms and services for on-demand access to lifestyle needs including digital media, egaming, fitness, food delivery, ridesharing, or virtual reality experiences, as determined by the Index methodology. In order to be included in the Index, a company must be included in at least one of 15 FactSet^® Revere Business Industry Classification System Sub-Industries ("RBICS Sub-Industries") that the Index Provider has identified as on-demand related. The 15 eligible RBICS Sub-Industries are Console Games Software, Fitness and Exercise Equipment, Food Delivery Services, General Entertainment Content Providers and Sites, Handheld and Smart Phone Games Software, Home and Office Virtual Reality Software, Media Download and Streaming Digital Content Sites, Mobile Platform Applications Software, Multi-Type Passenger Transportation (e.g., ride-sharing platforms), Online Game Websites and Software, Other Games Software, Other Media Equipment Manufacturing, Video Multimedia Semiconductors, Virtual Reality Design and Engineering Software and Virtual Reality Equipment.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					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.

Largest Equity Holdings

Company				% of Net Assets
Netflix, Inc.					7.3	%
ROBLOX Corp., Class A					7.1	%
DoorDash, Inc., Class A					7.0	%
Spotify Technology SA					5.7	%
Delivery Hero SE					5.5	%

On-Demand Index – Composition

				% of Index
Communication Services					65.2	%
Consumer Discretionary					23.5	%
Industrials					8.8	%
Information Technology					2.5	%

On-Demand Index – Country

				% of Index
United States					55.6	%
China					15.2	%
Sweden					7.9	%
Germany					5.5	%
Japan					4.5	%
Korea					3.9	%
Netherlands					2.8	%
Singapore					1.9	%
France					1.7	%
Poland					1.0	%

ProShares Online Retail ETF (Ticker: ONLN)

ProShares Online Retail ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Online Retail Index (the "Index"). The Index is constructed and maintained by Solactive AG. The Index is designed to measure the performance of publicly traded companies that principally sell online or through other non-store sales channels, such as through mobile or app purchases, rather than through "brick and mortar" store locations ("Online Retailers"). The Index includes U.S. and non-U.S. companies. To be included in the Index, an online retailer's securities must be listed on a U.S. stock exchange, must have a minimum market capitalization of $500 million and must meet certain liquidity requirements. Non-U.S. companies may not make up more than 25% of the Index. Companies are weighted in the Index using a modified market capitalization approach.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					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.

Largest Equity Holdings

Company				% of Net Assets
Amazon.com, Inc.					24.6	%
Alibaba Group Holding Ltd. (ADR)					10.4	%
eBay, Inc.					4.6	%
Sea Ltd. (ADR)					3.9	%
JD.com, Inc. (ADR)					3.3	%

ProShares Online Retail Index – Composition

				% of Index
Consumer Discretionary					94.5	%
Communication Services					3.2	%
Health Care					2.1	%
Consumer Staples					0.2	%

ProShares Pet Care ETF (Ticker: PAWZ)

ProShares Pet Care ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Pet Care Index (the "Index"). The Index consists of U.S. and international companies that potentially stand to benefit from interest in, and resources spent on, pet ownership. The Fund intends to hold each security in approximately the same proportion as its weighting in the Index. The Index consists primarily of companies whose principal business is pet-care related (i.e., they derive significant revenue from pet care-related products or services), as determined in accordance with the Index methodology. The Index is owned and administered by FactSet Research Systems, Inc.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					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.

Largest Equity Holdings

Company				% of Net Assets
Zoetis, Inc.					11.0	%
IDEXX Laboratories, Inc.					10.4	%
Dechra Pharmaceuticals plc					9.1	%
Chewy, Inc., Class A					7.7	%
Freshpet, Inc.					5.8	%

FactSet Pet Care Index – Composition

				% of Index
Health Care					50.8	%
Consumer Discretionary					24.5	%
Consumer Staples					19.4	%
Financials					5.3	%

FactSet Pet Care Index – Country

				% of Index
United States					66.9	%
United Kingdom					15.7	%
Switzerland					4.6	%
Germany					4.3	%
Sweden					2.9	%
France					2.5	%
Finland					1.3	%
Brazil					1.1	%
Japan					0.7	%

ProShares RAFI^TM Long/Short (Ticker: RALS)

ProShares RAFI^TM Long/Short (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE RAFI^TM US 1000 Long/Short Total Return Index (the "Index"). The Index is constructed and maintained by FTSE International Limited. The Index allocates an equal dollar amount to both long and short equity positions each time that the Index rebalances. The long position of the index consists of the equity securities in the FTSE RAFI US 1000 Total Return Index (the "Long Index"), and the short position of the Index consists of short-positions in the securities included in the Russell 1000 Total Return Index. The Long Index is a "fundamental" index which uses non-price measures of company size (such as sales, dividends, cash flow or book value) to select and weight the securities in the Long Index. The Short Index is a capitalization weighted index. Capitalization-weighted indexes weight securities based on the price of the securities in the index and not fundamental factors. The Index leverages a theory that index weighting based on market capitalization (i.e., price) results in overweighting of overpriced securities and underweighting of underpriced securities.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					91	%
Swap Agreements (Long)					6	%
Swap Agreements (Short)					(97	%)

"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
Apple, Inc.					2.4	%
Microsoft Corp.					1.9	%
JPMorgan Chase & Co.					1.7	%
Exxon Mobil Corp.					1.6	%
Wells Fargo & Co.					1.5	%

FTSE RAFI US 1000 Long/Short
Total Return Index – Composition

				% of Index
Financials					19.4	%
Information Technology					14.0	%
Health Care					11.8	%
Consumer Discretionary					10.2	%
Industrials					10.0	%
Consumer Staples					8.0	%
Communication Services					7.7	%
Energy					7.1	%
Utilities					4.4	%
Real Estate					3.9	%
Materials					3.5	%

ProShares Russell 2000 Dividend Growers ETF (Ticker: SMDV)

ProShares Russell 2000 Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Russell 2000^® Dividend Growth Index (the "Index"). The Index, constructed and maintained by FTSE International Limited, targets companies that are currently members of the Russell 2000 Index, have increased dividend payments each year for at least 10 consecutive years and meet certain market capitalization and liquidity requirements. The Index contains a minimum of 40 stocks, which are equally weighted. No single sector is allowed to comprise more than 30% of the Index's weight.

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					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.

Largest Equity Holdings

Company				% of Net Assets
Federal Agricultural Mortgage Corp., Class C					1.4	%
Materion Corp.					1.3	%
BancFirst Corp.					1.3	%
Andersons, Inc. (The)					1.3	%
SpartanNash Co.					1.3	%

Russell 2000 Dividend Growth
Index – Composition

				% of Index
Financials					31.8	%
Industrials					19.1	%
Utilities					17.0	%
Materials					11.4	%
Consumer Staples					9.8	%
Real Estate					3.6	%
Health Care					3.1	%
Communication Services					2.0	%
Consumer Discretionary					1.1	%
Information Technology					1.1	%