SEMIANNUAL REPORT

NOVEMBER 30, 2022

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

Merger ETF  MRGR

Metaverse ETF  VERS

MSCI EAFE Dividend Growers ETF  EFAD

MSCI Emerging Markets Dividend Growers ETF  EMDV

MSCI Europe Dividend Growers ETF  EUDV

MSCI Transformational Changes ETF  ANEW

Nanotechnology ETF  TINY

Nasdaq-100 Dorsey Wright Momentum ETF  QQQA

On-Demand ETF  OND

Online Retail ETF  ONLN

Pet Care ETF  PAWZ

Russell 2000 Dividend Growers ETF  SMDV

Russell U.S. Dividend Growers ETF  TMDV

S&P 500^® 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 Global Core Battery Metals ETF  ION

S&P Kensho Cleantech ETF  CTEX

S&P Kensho Smart Factories ETF  MAKX

S&P MidCap 400^® Dividend Aristocrats ETF  REGL

S&P Technology Dividend Aristocrats ETF  TDV

Short Bitcoin Strategy ETF*  BITI

Smart Materials ETF  TINT

Supply Chain Logistics ETF  SUPL

*  The Bitcoin Strategy ETF, K-1 Free Crude Oil Strategy ETF and Short Bitcoin Strategy ETF funds are consolidated with Cayman Bitcoin Strategy Portfolio, Cayman Crude Oil Strategy Portfolio and Cayman Bitcoin Inverse Strategy Portfolio, respectively. A claim of exemption pursuant to the Commodity Futures Trading Commission ("CFTC") Rule 4.7 has been made by the Investment Adviser with respect to these funds. The exemption relieves these funds of certain disclosure and reporting obligations under the commodity pool rules of the CFTC.

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
	100			Statements of Assets and Liabilities
	108			Statements of Operations
	116			Statements of Changes in Net Assets

	131			Financial Highlights
	150			Notes to Financial Statements
	180			Liquidity Risk Management Program
	181			Board Approval of Investment Advisory Agreement
	189			Miscellaneous Information

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DEAR SHAREHOLDER:

During these times of geopolitical and economic uncertainty, I want to reaffirm ProShares' commitment to providing you, our investors, with innovative products and services to help you meet your investment objectives. The following is the ProShares Trust Semiannual Report for the six months ended November 30, 2022.

Global Interest Rates Increase as Policymakers Fight Inflation

Concerns about persistently high inflation and looming recession have dominated economic policymaking over the past six months. In the United States, the Federal Reserve continued to tighten monetary policy in November, raising its short-term rate to a target range of between 3.75 and 4%. The Fed's current series of rate hikes is occurring at the fastest pace since the 1980s, and has pushed borrowing costs to their highest levels since 2008. Fed Chair Jerome Powell recently indicated, however, that the pace of rate hikes may moderate soon.

The picture was similar outside the United States. The European Central Bank, the Bank of England, and other central banks raised interest rates over the period, with ECB President Christine Lagarde commenting that inflation "still has a way to go." The Bank of Japan, which continued to hold its short-term rate at -0.1%, was the lone exception in the developed world.

Markets Around the World Experienced Volatility Throughout the Period

With inflation rising and monetary policy tightening almost everywhere, most asset classes and financial markets around the world experienced volatility during the period. U.S. equity results for the six-month period were mixed. The large-cap S&P 500^® fell 0.4% over the period, and the Dow^® rose 6.05%. The tech-heavy Nasdaq-100 Index^® , which is more sensitive to rising rates, declined 4.4%. The S&P MidCap 400^® gained 3.39%, and the small cap Russell 2000^® Index rose 1.97%. Of the 11 Dow Jones U.S. Industry Index sectors, four rose. The best performers were oil and gas (8.56%), healthcare (5.77%), and industrials (5.28%). The biggest losers were telecoms (-10.17%) and real estate (-8.53%), with technology also posting a 6.3% loss.

International equity markets generally fell over the period. The MSCI EAFE Index^® , which tracks developed markets outside North America, declined 3.59%; the MSCI Europe Index^® dropped 3.44%, and the MSCI Japan Index^® ended the period down 3.97%. The MSCI Emerging Markets Index^® dropped by 8.15%, as EM equities were hit particularly hard by the global liquidity pullback. Chinese equities dropped as well, as lockdowns and other COVID restrictions continued to weigh on economic performance. The FTSE China 50 Index^® fell 14.25%.

Bonds extended declines from earlier in the year, as inflation and central bank tightening continued to override many investors' "flight-to-quality" instincts in times of geopolitical uncertainty. Over the six months, the Bloomberg Barclays U.S. Aggregate Bond Index declined 4.06%, and the Ryan Labs Treasury 30-Year and 10-Year Indexes lost 12.44% and 5.42%, respectively. Investment-grade corporate bonds, as measured by the

Markit iBoxx $ Liquid Investment Grade Index, declined 4.5%, while their high-yield peers lost 2.72%, based on the Markit iBoxx $ Liquid High Yield Index. As increased yields made bonds more attractive toward the end of the period, there were signs of a potential turnaround, with markets retracing a portion of their earlier losses.

Despite headwinds, the global economy showed signs of resilience over the past six months. After contracting 0.6% in the second quarter of 2022, U.S. GDP grew 2.9% during the third quarter. U.S. unemployment held steady at 3.7% in November, and the U.S. dollar rose 3.5%, based on the Bloomberg Dollar Spot Index.

Cryptocurrency's Struggles Intensify

Cryptocurrencies, which began the period about 75% off their late 2021 highs, declined slightly for the period. The collapse of crypto exchange FTX in November, along with several other bankruptcies during the period, sent shockwaves throughout the industry, endangering other crypto firms with exposure to FTX and raising questions about the lack of regulation in the cryptocurrency marketplace.

Investors Find Opportunities Amid Complex Markets

Despite the challenging markets, ProShares investors had good opportunities in both equity and bond ETFs designed for a rising rate and inflationary environment. Our dividend growth strategies, which focus on quality companies that have consistently grown their dividends, also offered investors a potential bulwark in these turbulent markets.

In June, ProShares launched the Short Bitcoin Strategy ETF (BITI). As the first U.S. short bitcoin strategy ETF, BITI offers investors the potential to profit on days when bitcoin declines. BITI builds on ProShares' legacy of innovation by providing investors with short bitcoin-linked exposure through a regulated investment that they can buy and sell as an ETF in their traditional brokerage accounts. During the reporting period, net flows into ProShares ETFs increased by $4.9 billion overall.

We thank you for the trust and confidence you have placed in us by choosing ProShares. In uncertain times, many investors turn to Proshares ETFs for their breadth of investment choices across diverse market segments. Our strong lineup of funds enables investors to choose investments that most effectively align with their market views. We appreciate the opportunity to continue serving your investment needs.

Sincerely,

Michael L. Sapir
Chairman of the Board

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 11/30/22

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
Nutanix, Inc., Class A					8.4	%
Snowflake, Inc., Class A					5.9	%
Tyler Technologies, Inc.					5.1	%
Nice Ltd.					5.1	%
Dynatrace, Inc.					5.0	%

FactSet Big Data Refiners
Index – Composition

				% of Index
Information Technology					98.7	%
Consumer Discretionary					0.8	%
Industrials					0.5	%

FactSet Big Data Refiners
Index – Country

				% of Index
United States					92.9	%
Israel					5.0	%
Canada					1.3	%
Japan					0.5	%
Australia					0.3	%

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 to these investments by investing a portion of its assets in the ProShares Cayman Bitcoin Strategy Portfolio, a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the "Subsidiary"). Unlike the Fund, the Subsidiary is not an investment company registered under the Investment Company Act of 1940. The Fund's investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets in accordance with applicable rules and regulations. The Fund intends to invest no more than 25% of its total assets in the subsidiary at each quarter end of the Fund's tax year.

Allocation of Portfolio Holdings & Index Composition as of 11/30/22

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.

Bloomberg Galaxy Bitcoin Index – Composition

				% of Index
Bitcoin Futures					100	%

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 11/30/22

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					72.5	%
Consumer Staples					24.9	%
Materials					2.6	%

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 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 11/30/22

Market Exposure

Investment Type				% of Net Assets
Equity Securities					91	%
Closed End Funds					1	%
Master Limited Partnership					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.

Largest Equity Holdings

Company				% of Net Assets
Enbridge, Inc.					7.3	%
American Tower Corp.					6.4	%
Vinci SA					4.7	%
National Grid plc					4.2	%
TC Energy Corp.					3.9	%

Dow Jones Brookfield Global Infrastructure Composite
Index – Composition

				% of Index
Utilities					36.6	%
Energy					32.8	%
Real Estate					12.3	%
Transportation					8.3	%
Capital Goods					6.3	%
Telecommunication Services					2.8	%
Others					0.6	%
Media & Entertainment					0.3	%

Dow Jones Brookfield Global Infrastructure Composite
Index – Country

				% of Index
United States					49.6	%
Canada					17.4	%
United Kingdom					6.5	%
France					5.8	%
Spain					5.2	%
Australia					3.9	%
Others					3.7	%
Italy					2.7	%
China					2.2	%
Hong Kong					1.8	%
Japan					1.2	%

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 11/30/22

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
JPMorgan Chase & Co.					3.3	%
State Street Corp.					3.3	%
Bank of America Corp.					3.2	%
Citizens Financial Group, Inc.					3.1	%
Schlumberger Ltd.					3.0	%

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

				% of Index
Financials					29.8	%
Energy					24.4	%
Materials					20.0	%
Industrials					15.7	%
Telecommunications					10.1	%

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 11/30/22

Market Exposure

Investment Type				% of Net Assets
Equity Securities					87	%
Closed End Funds					12	%
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
3i Group plc					11.4	%
Ares Capital Corp.					9.5	%
FS KKR Capital Corp.					9.0	%
Onex Corp.					6.5	%
Kinnevik AB, Class B					6.3	%

LPX Direct Listed Private Equity
Index – Country

				% of Index
United States					49.6	%
United Kingdom					22.2	%
France					8.6	%
Sweden					7.8	%
Canada					6.5	%
Switzerland					3.4	%
Germany					1.0	%
Belgium					0.9	%

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 11/30/22

Market Exposure

Investment Type				% of Net Assets
Equity Securities					16	%
Swap Agreements (Long)					32	%
Swap Agreements (Short)					(10	%)
Futures Contracts					1	%
Total Exposure					39	%

"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
Shockwave Medical, Inc.					0.1	%
Halozyme Therapeutics, Inc.					0.1	%
EMCOR Group, Inc.					0.1	%
Matador Resources Co.					0.1	%
Karuna Therapeutics, Inc.					0.1	%

Merrill Lynch Factor Model – Exchange Series – Composition

				% of Benchmark
Three-month U.S. Treasury Bills					62.9	%
MSCI EAFE USD Net Total Return Index					18.1	%
Russell 2000® Total Return Index					16.9	%
MSCI Emerging Markets Free USD Net Total Return					12.4	%
Proshares UltraShort Euro ETF					(0.4	%)
S&P 500® Total Return Index					(9.9	%)

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 USD 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 and non-convertible (including callable bonds); have a maximum rating of Ba1/BB+ and minimum rating of Ca/C 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 11/30/22

Market Exposure

Investment Type				% of Net Assets
Corporate Bonds					95	%
Futures Contracts					(99	%)
Total Exposure					(4	%)

"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
Organon & Co., 4.13%, due 04/30/28					1.8	%
American Airlines, Inc., 5.50%, due 04/20/26					1.4	%
DISH DBS Corp., 5.25%, due 12/01/26					1.3	%
TransDigm, Inc., 6.25%, due 03/15/26					1.2	%
1011778 BC ULC, 4.00%, due 10/15/30					1.2	%

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

				% of High Yield Bonds
Industrials					85.9	%
Utilities					7.8	%
Financials					6.3	%

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") and (ii) duration-adjusted short positions in U.S. Treasury bonds of, in aggregate, approximate equivalent duration dollars to the TIPS. The Index serves a third position, which is 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 11/30/22

Market Exposure

Investment Type				% of Net Assets
Swap Agreements (Long)					100	%
Swap Agreements (Long exposure to inverse index)					169	%
Net Exposure					269	%

"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					(169.3	%)

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, fixed-to-floating rate, or zero coupon; 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 11/30/22

Market Exposure

Investment Type				% of Net Assets
Corporate Bonds					95	%
Futures Contracts					(98	%)
Total Exposure					(3	%)

"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
Pfizer, Inc., 4.00%, due 12/15/36					2.0	%
Vodafone Group plc, 4.25%, due 09/17/50					2.0	%
Cooperatieve Rabobank UA, 5.75%, due 12/01/43					1.9	%
International Business Machines Corp., 4.15%, due 05/15/39					1.9	%
Shell International Finance BV, 4.13%, due 05/11/35					1.9	%

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

				% of High Yield Bond
Industrials					49.2	%
Financials					39.2	%
Utilities					11.6	%

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 11/30/22

Market Exposure

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

Bloomberg Commodity Balanced WTI Crude Oil
Index – 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 Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of 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 11/30/22

Market Exposure

Investment Type				% of Net Assets
Equity Securities					95	%
Swap Agreements (Long)					35	%
Swap Agreements (Short)					(30	%)
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.					4.5	%
Microsoft Corp.					3.7	%
Amazon.com, Inc.					2.2	%
Exxon Mobil Corp.					1.3	%
Tesla, Inc.					1.2	%

Credit Suisse 130/30 Large Cap
Index – Composition

				% of Index
Information Technology					28.1	%
Health Care					14.4	%
Financials					11.3	%
Consumer Discretionary					8.9	%
Communication Services					7.8	%
Consumer Staples					7.1	%
Real Estate					6.0	%
Energy					5.9	%
Industrials					5.7	%
Utilities					3.6	%
Materials					1.2	%

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 11/30/22

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.					20.5	%
Alibaba Group Holding Ltd. (ADR)					10.7	%
eBay, Inc.					5.7	%
Sea Ltd. (ADR)					4.5	%
Pinduoduo, Inc. (ADR)					4.3	%

ProShares Long Online/Short Stores Index – Composition

				% of Index
Consumer Discretionary					51.5	%
Health Care					3.9	%
Consumer Staples					0.4	%
Materials					(1.3	%)
Communication Services					(3.9	%)

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 11/30/22

Market Exposure

Investment Type				% of Net Assets
Equity Securities					66	%
Swap Agreements (Long)					13	%
Swap Agreements (Short)					(10	%)
Forward Currency Contracts					(6	%)
Total Exposure					63	%

"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
Euronav NV					4.2	%
First Horizon Corp.					2.8	%
South Jersey Industries, Inc.					2.8	%
Resolute Forest Products, Inc.					2.7	%
Switch, Inc., Class A					2.6	%

S&P Merger Arbitrage
Index – Composition

				% of Index
Information Technology					23.7	%
Health Care					17.8	%
Industrials					11.9	%
Consumer Discretionary					8.4	%
Financials					8.3	%
Communication Services					8.2	%
Utilities					4.8	%
Materials					4.7	%
Real Estate					4.5	%
Energy					4.2	%
Consumer Staples					3.6	%

Regional Exposure

				% of Index
United States					101.0	%
Belgium					5.0	%
United Kingdom					1.6	%
Canada					(2.5	%)
Norway					(5.1	%)

ProShares Metaverse ETF (Ticker: VERS)

ProShares Metaverse ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Metaverse Theme Index (the "Index"). The Index is constructed and maintained by Solactive AG. The Index consists of companies that provide or use innovative technologies to offer products and services around the Metaverse. "Metaverse" is a term used to refer to a "digital world" or a future iteration of the internet. The Metaverse is characterized by virtual worlds that create a simulated environment — as well as augmented reality where the real-world environment is enhanced by computer generated sensory information. The Metaverse is expected to allow people to engage in new ways, such as through internet-based interactions, on-line gaming, and transactions. The Metaverse is enabled by several connected technologies such as virtual and augmented reality, digital environments, artificial intelligence and advanced computing. The Index is reconstituted and rebalanced semiannually in June and December. Security weights are allowed to fluctuate between rebalance dates.

Allocation of Portfolio Holdings & Index Composition as of 11/30/22

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
Kopin Corp.					6.0	%
NVIDIA Corp.					4.8	%
Microsoft Corp.					4.6	%
QUALCOMM, Inc.					4.5	%
Unity Software, Inc.					4.5	%

Solactive Metaverse Theme
Index – Composition

Strategy				% of Index
Information Technology					59.5	%
Communication Services					24.5	%
Consumer Discretionary					8.5	%
Health Care					3.7	%
Real Estate					3.6	%
Industrials					0.2	%

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 11/30/22

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
Novo Nordisk A/S, Class B					1.5	%
Fresenius SE & Co. KGaA					1.5	%
BAE Systems plc					1.5	%
Nissan Chemical Corp.					1.5	%
Tokio Marine Holdings, Inc.					1.5	%

MSCI EAFE Dividend Masters
Index – Composition

				% of Index
Industrials					18.9	%
Health Care					17.9	%
Information Technology					16.2	%
Consumer Staples					12.1	%
Utilities					8.4	%
Financials					8.0	%
Consumer Discretionary					7.9	%
Materials					4.7	%
Real Estate					2.9	%
Energy					1.7	%
Communication Services					1.3	%

MSCI EAFE Dividend Masters
Index – Country

				% of Index
Japan					28.5	%
United Kingdom					19.3	%
Switzerland					10.8	%
Germany					9.3	%
Hong Kong					7.0	%
Australia					6.2	%
Others					5.7	%
Denmark					4.9	%
Belgium					3.3	%
Netherlands					3.3	%
France					1.7	%

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 11/30/22

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
Longfor Group Holdings Ltd.					2.6	%
China Railway Group Ltd., Class A					2.5	%
People's Insurance Co. Group of China Ltd. (The), Class H					2.4	%
Chailease Holding Co. Ltd.					2.4	%
Sinoma Science & Technology Co. Ltd., Class A					2.4	%

MSCI Emerging Markets Dividend Masters Index – Composition

				% of Index
Health Care					18.4	%
Financials					15.1	%
Consumer Staples					13.2	%
Utilities					11.0	%
Materials					10.0	%
Consumer Discretionary					8.9	%
Real Estate					7.8	%
Communication Services					7.7	%
Industrials					4.1	%
Information Technology					3.8	%

MSCI Emerging Markets Dividend Masters Index – Country

				% of Index
China					51.5	%
India					18.8	%
Mexico					7.2	%
Malaysia					4.1	%
Greece					4.1	%
Taiwan					3.9	%
Korea					3.8	%
Turkey					2.8	%
Brazil					2.0	%
Colombia					1.8	%

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 11/30/22

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
Novo Nordisk A/S, Class B					2.8	%
Fresenius SE & Co. KGaA					2.8	%
BAE Systems plc					2.7	%
UCB SA					2.6	%
Diageo plc					2.6	%

MSCI Europe Dividend Masters
Index – Composition

				% of Index
Health Care					25.2	%
Industrials					24.3	%
Information Technology					14.8	%
Consumer Staples					10.2	%
Materials					8.0	%
Financials					7.9	%
Utilities					7.4	%
Communication Services					2.2	%

MSCI Europe Dividend Masters
Index – Country

				% of Index
United Kingdom					33.2	%
Switzerland					18.4	%
Germany					15.9	%
Denmark					8.4	%
Belgium					5.7	%
Netherlands					5.7	%
France					3.0	%
Italy					2.6	%
Spain					2.5	%
Ireland					2.4	%
Norway					2.2	%

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, 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 11/30/22

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
International Flavors & Fragrances, Inc.					2.1	%
Booking Holdings, Inc.					2.1	%
Walt Disney Co. (The)					2.1	%
Deere & Co.					2.1	%
Netflix, Inc.					2.1	%

MSCI Global Transformational Changes Index – Composition

				% of Index
Information Technology					26.2	%
Health Care					24.9	%
Communication Services					16.9	%
Materials					12.8	%
Consumer Discretionary					9.9	%
Consumer Staples					4.4	%
Industrials					4.2	%
Real Estate					0.5	%
Financials					0.2	%

MSCI Global Transformational Changes Index – Country

				% of Index
United States					79.4	%
China					4.6	%
Germany					4.1	%
Others					2.3	%
Switzerland					1.9	%
Ireland					1.9	%
Canada					1.9	%
Japan					1.4	%
Taiwan					1.0	%
Denmark					0.8	%
Singapore					0.7	%

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 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 11/30/22

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
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)					5.1	%
Advanced Micro Devices, Inc.					5.0	%
Axcelis Technologies, Inc.					4.9	%
NVIDIA Corp.					4.9	%
KLA Corp.					4.9	%

Solactive Nanotechnology
Index – Composition

				% of Index
Information Technology					75.6	%
Health Care					15.9	%
Materials					6.6	%
Industrials					1.9	%

Solactive Nanotechnology
Index – Country

				% of Index
United States					71.9	%
Japan					10.3	%
Taiwan					5.3	%
Netherlands					4.8	%
United Kingdom					2.8	%
South Korea					2.5	%
Singapore					1.2	%
Israel					1.2	%

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 5/31/23

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
Pinduoduo, Inc. (ADR)					6.3	%
Ross Stores, Inc.					5.8	%
Netflix, Inc.					5.4	%
Synopsys, Inc.					4.9	%
Cintas Corp.					4.9	%

Nasdaq-100 Dorsey Wright Momentum Index – Composition

				% of Index
Information Technology					27.8	%
Health Care					21.7	%
Consumer Discretionary					16.9	%
Communication Services					10.0	%
Industrials					9.8	%
Consumer Staples					9.0	%
Utilities					4.8	%

Nasdaq-100 Dorsey Wright Momentum Index – Country

				% of Index
United States					93.7	%
China					6.3	%

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 11/30/22

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.					7.4	%
Uber Technologies, Inc.					5.8	%
ROBLOX Corp., Class A					5.1	%
Delivery Hero SE					4.8	%
Activision Blizzard, Inc.					4.6	%

FactSet On-Demand
Index – Composition

				% of Index
Communication Services					60.4	%
Consumer Discretionary					21.4	%
Industrials					12.0	%
Information Technology					6.2	%

FactSet On-Demand
Index – Country

				% of Index
United States					51.3	%
Japan					11.3	%
China					10.3	%
South Korea					6.8	%
Germany					4.8	%
Singapore					3.9	%
Luxembourg					3.4	%
Netherlands					2.9	%
Sweden					2.0	%
France					1.8	%
India					1.5	%

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 "bricks and mortar" store locations ("Online Retailers"). The Index may include 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 11/30/22

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.					23.0	%
Alibaba Group Holding Ltd. (ADR)					12.1	%
eBay, Inc.					6.5	%
Sea Ltd. (ADR)					5.1	%
Pinduoduo, Inc. (ADR)					4.9	%

ProShares Online Retail
Index – Composition

				% of Index
Consumer Discretionary					87.8	%
Communication Services					8.2	%
Health Care					3.8	%
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 11/30/22

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.					10.5	%
IDEXX Laboratories, Inc.					9.7	%
Elanco Animal Health, Inc.					9.6	%
Chewy, Inc., Class A					8.1	%
Dechra Pharmaceuticals plc					7.3	%

FactSet Pet Care Index – Composition

				% of Index
Health Care					54.5	%
Consumer Staples					21.0	%
Consumer Discretionary					20.0	%
Financials					4.5	%

FactSet Pet Care Index – Country

				% of Index
United States					71.6	%
United Kingdom					14.3	%
Switzerland					4.7	%
Canada					2.5	%
France					2.3	%
Sweden					1.7	%
Finland					1.1	%
Brazil					1.0	%
Japan					0.8	%

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 5/31/23

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
Douglas Dynamics, Inc.					1.2	%
Kaiser Aluminum Corp.					1.2	%
CNO Financial Group, Inc.					1.2	%
Trinity Industries, Inc.					1.2	%
Applied Industrial Technologies, Inc.					1.2	%

Russell 2000 Dividend Growth
Index – Composition

				% of Index
Financials					30.9	%
Industrials					22.3	%
Utilities					15.5	%
Materials					9.1	%
Consumer Staples					9.0	%
Real Estate					4.6	%
Health Care					2.9	%
Communication Services					2.6	%
Information Technology					2.2	%
Consumer Discretionary					0.9	%

ProShares Russell U.S. Dividend Growers ETF (Ticker: TMDV)

ProShares Russell U.S. Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Russell 3000^® Dividend Elite Index (the "Index"). The Index, constructed and maintained by FTSE International Limited, targets companies that are currently members of the Russell 3000 Index, which represents approximately 98% of the investable U.S. equity market, have increased dividend payments each year for at least 35 years and meet certain 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 11/30/22

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
Tootsie Roll Industries, Inc.					1.8	%
HB Fuller Co.					1.8	%
Air Products and Chemicals, Inc.					1.8	%
Lancaster Colony Corp.					1.8	%
Aflac, Inc.					1.8	%

Russell 3000 Dividend Elite
Index – Composition

				% of Index
Consumer Staples					25.1	%
Industrials					16.9	%
Financials					16.1	%
Materials					13.0	%
Utilities					12.2	%
Consumer Discretionary					7.7	%
Health Care					5.8	%
Information Technology					1.6	%
Real Estate					1.6	%

ProShares S&P 500^® Bond ETF (Ticker: SPXB)

ProShares S&P 500^® Bond ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P 500^®/MarketAxess^® Investment Grade Corporate Bond Index (the "Index"). The Fund seeks to invest substantially all of its assets in the bonds included in the Index. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index consists exclusively of investment grade bonds issued by companies in the S&P500, the most widely used U.S. equity benchmark.

Allocation of Portfolio Holdings & Index Composition as of 11/30/22

Market Exposure

Investment Type				% of Net Assets
Corporate Bonds					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 Long-Term Fixed-Income Holdings

				% of Net Assets
Broadcom Corp., 3.88%, due 01/15/27					1.8	%
AT&T, Inc., 2.75%, due 06/01/31					1.7	%
Oracle Corp., 1.65%, due 03/25/26					1.6	%
Bristol-Myers Squibb Co., 2.90%, due 07/26/24					1.6	%
International Business Machines Corp., 3.50%, due 05/15/29					1.5	%

S&P 500®/MarketAxess® Investment Grade Corporate Bond
Index – Composition

				% of Index
Industrials					65.9	%
Financials					21.7	%
Utilities					12.2	%
Others					0.2	%

ProShares S&P 500^® Dividend Aristocrats ETF (Ticker: NOBL)

ProShares S&P 500^® Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P 500^® Dividend Aristocrats^® Index (the "Index"). The Index, constructed and maintained by S&P Dow Jones Indices LLC, targets companies that are currently members of the S&P 500^®, have increased dividend payments each year for at least 25 years, and meet certain market capitalization and liquidity requirements. The Index contains a minimum of 40 stocks, which are equally weighted, and no single sector is allowed to comprise more than 30% of the Index's weight.

Allocation of Portfolio Holdings & Index Composition as of 11/30/22

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
Air Products and Chemicals, Inc.					1.8	%
Expeditors International of Washington, Inc.					1.7	%
Caterpillar, Inc.					1.7	%
Linde plc					1.7	%
PPG Industries, Inc.					1.7	%

S&P 500 Dividend Aristocrats
Index – Composition

				% of Index
Consumer Staples					21.8	%
Industrials					19.2	%
Materials					12.8	%
Financials					11.0	%
Health Care					10.3	%
Consumer Discretionary					7.7	%
Utilities					4.9	%
Information Technology					4.8	%
Real Estate					4.5	%
Energy					3.0	%