SEMIANNUAL REPORT

NOVEMBER 30, 2022

Geared

Short 7-10 Year Treasury  TBX

Short 20+ Year Treasury  TBF

Short Dow30^SM  DOG

Short Financials  SEF

Short FTSE China 50  YXI

Short High Yield  SJB

Short MidCap400  MYY

Short MSCI EAFE  EFZ

Short MSCI Emerging Markets  EUM

Short QQQ  PSQ

Short Real Estate  REK

Short Russell2000  RWM

Short S&P500^®  SH

Short SmallCap600  SBB

Ultra 7-10 Year Treasury  UST

Ultra 20+ Year Treasury  UBT

Ultra Basic Materials  UYM

Ultra Consumer Goods  UGE

Ultra Consumer Services  UCC

Ultra Dow30^SM  DDM

Ultra Financials  UYG

Ultra FTSE China 50  XPP

Ultra FTSE Europe  UPV

Ultra Health Care  RXL

Ultra High Yield  UJB

Ultra Industrials  UXI

Ultra MidCap400  MVV

Ultra MSCI Brazil Capped  UBR

Ultra MSCI EAFE  EFO

Ultra MSCI Emerging Markets  EET

Ultra MSCI Japan  EZJ

Ultra Nasdaq Biotechnology  BIB

Ultra Nasdaq Cloud Computing  SKYU

Ultra Nasdaq Cybersecurity  UCYB

Ultra Oil & Gas  DIG

Ultra QQQ  QLD

Ultra Real Estate  URE

Ultra Russell2000  UWM

Ultra S&P500^®  SSO

Ultra Semiconductors  USD

Ultra SmallCap600  SAA

Ultra Technology  ROM

Ultra Telecommunications  LTL

Ultra Utilities  UPW

UltraPro Dow30^SM  UDOW

UltraPro MidCap400  UMDD

UltraPro QQQ  TQQQ

UltraPro Russell2000  URTY

UltraPro S&P500^®  UPRO

UltraPro Short 20+ Year Treasury  TTT

UltraPro Short Dow30^SM  SDOW

UltraPro Short MidCap400  SMDD

UltraPro Short QQQ  SQQQ

UltraPro Short Russell2000  SRTY

UltraPro Short S&P500^®  SPXU

UltraShort 7-10 Year Treasury  PST

UltraShort 20+ Year Treasury  TBT

UltraShort Basic Materials  SMN

UltraShort Consumer Goods  SZK

UltraShort Consumer Services  SCC

UltraShort Dow30^SM  DXD

UltraShort Financials  SKF

UltraShort FTSE China 50  FXP

UltraShort FTSE Europe  EPV

UltraShort Health Care  RXD

UltraShort Industrials  SIJ

UltraShort MidCap400  MZZ

UltraShort MSCI Brazil Capped  BZQ

UltraShort MSCI EAFE  EFU

UltraShort MSCI Emerging Markets  EEV

UltraShort MSCI Japan  EWV

UltraShort Nasdaq Biotechnology  BIS

UltraShort Oil & Gas  DUG

UltraShort QQQ  QID

UltraShort Real Estate  SRS

UltraShort Russell2000  TWM

UltraShort S&P500^®  SDS

UltraShort Semiconductors  SSG

UltraShort SmallCap600  SDD

UltraShort Technology  REW

UltraShort Utilities  SDP

PROSHARES TRUST  Distributor: SEI Investments Distribution Co.

TABLE OF CONTENTS

	I			Shareholder Letter
	III			Allocation of Portfolio Holdings & Index Composition
	XLV			Expense Examples
	1			Schedule of Portfolio Investments
	175			Statements of Assets and Liabilities
	190			Statements of Operations
	205			Statements of Changes in Net Assets

	233			Financial Highlights
	276			Notes to Financial Statements
	309			Liquidity Risk Management Program
	310			Board Approval of Investment Advisory Agreement
	314			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.

Tactical Investors Find Opportunities Amid Complex Markets

As markets extended their declines from earlier in the year, ProShares investors found opportunities across a range of ProShares ETFs. Both domestic and international inverse equity ETFs and inverse bond ETFs designed for a rising rates environment performed well as the markets continued to fall. During the reporting period, net flows into ProShares ETFs increased by $4.9 billion overall.

Thousands of Investors Join with ProShares to Oppose Burdensome FINRA Measures

In March 2022, the Financial Industry Regulatory Authority (FINRA) issued Notice 22-08 to solicit feedback on a number of measures that, if adopted, could restrict or impede the ability of investors to purchase a broad array of mutual funds and other popular types of investments — including leveraged, inverse, and cryptocurrency products offered by ProShares. Nearly 20,000 investors joined with ProShares, as well as other leading fund sponsors, advisers, brokers, and other institutions, to speak out against FINRA's ideas. Thousands of investors submitted letters that highlighted the way they use leveraged, inverse, and other funds to protect their portfolios and pursue other financial goals. In expressing their objections, many commentors warned that the measures

FINRA is considering could limit investor choice and would be arbitrary, discriminatory, and harmful to investors.

ProShares continues to actively monitor developments in this area and is committed to keeping you informed of these important issues as they arise. You can email us at finranotice@proshares.com to learn more.

We thank you for the trust and confidence that you have placed in us by choosing ProShares. In uncertain times, our extensive lineup of ETFs provides an array of opportunities for short and leveraged market exposure across diverse market segments, enabling 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 of Trustees

ALLOCATION OF PORTFOLIO HOLDINGS &
INDEX COMPOSITION

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

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

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(99	%)
Futures Contracts					(2	%)
Total Exposure					(101	%)

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

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

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

ProShares Short 20+ Year Treasury (Ticker: TBF)

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

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(101	%)
Total Exposure					(101	%)

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

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

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

ProShares Short Dow30^SM (Ticker: DOG)

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

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(98	%)
Futures Contracts					(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.

Dow Jones Industrial Average – Composition

				% of Index
Health Care					21.4	%
Information Technology					19.2	%
Financials					16.6	%
Industrials					14.5	%
Consumer Discretionary					13.5	%
Consumer Staples					7.7	%
Energy					3.5	%
Communication Services					2.6	%
Materials					1.0	%

ProShares Short Financials (Ticker: SEF)

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

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.

Dow Jones U.S. Financials Index – Composition

				% of Index
Diversified Financials					33.2	%
Banks					23.3	%
Real Estate					18.3	%
Insurance					14.5	%
Software & Services					10.2	%
Commercial & Professional Services					0.5	%

ProShares Short FTSE China 50 (Ticker: YXI)

ProShares Short FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the FTSE China 50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained FTSE International Limited. The Index comprises 50 of the largest and most liquid Chinese stocks (H Shares, Red Chips and P Chips) listed and trading on the Hong Kong Exchange (HKEx). Stocks are free-float weighted to ensure that only the investable opportunity set is included within the indexes and individual constituent weights are capped at 9% on a quarterly basis to avoid over-concentration in any one stock.

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(101	%)
Total Exposure					(101	%)

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

FTSE China 50 Index – Composition

				% of Index
Consumer Discretionary					32.3	%
Financials					28.1	%
Communication Services					17.9	%
Energy					5.0	%
Real Estate					4.3	%
Health Care					3.5	%
Consumer Staples					2.7	%
Information Technology					2.5	%
Materials					1.8	%
Industrials					1.4	%
Utilities					0.5	%

ProShares Short High Yield (Ticker: SJB)

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

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

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.

Markit iBoxx $ Liquid High Yield Index – Composition

				% of Index
High Yield					100	%

ProShares Short MidCap400 (Ticker: MYY)

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

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(98	%)
Futures Contracts					(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.

S&P MidCap 400 – Composition

				% of Index
Industrials					19.4	%
Financials					15.1	%
Consumer Discretionary					14.3	%
Information Technology					12.7	%
Health Care					9.8	%
Real Estate					7.7	%
Materials					7.3	%
Consumer Staples					4.0	%
Energy					4.0	%
Utilities					3.9	%
Communication Services					1.8	%

ProShares Short MSCI EAFE (Ticker: EFZ)

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

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.

MSCI EAFE Index – Country

				% of Index
Japan					21.8	%
United Kingdom					15.6	%
France					11.8	%
Others					11.1	%
Switzerland					10.2	%
Germany					8.2	%
Australia					8.0	%
Netherlands					4.4	%
Sweden					3.3	%
Hong Kong					2.8	%
Denmark					2.8	%

MSCI EAFE Index – Composition

				% of Index
Financials					18.0	%
Industrials					15.2	%
Health Care					13.4	%
Consumer Discretionary					11.4	%
Consumer Staples					10.5	%
Information Technology					8.2	%
Materials					7.7	%
Energy					5.1	%
Communication Services					4.5	%
Utilities					3.4	%
Real Estate					2.6	%

ProShares Short MSCI Emerging Markets (Ticker: EUM)

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

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.

MSCI Emerging Markets
Index – Country

				% of Index
China					30.4	%
India					14.8	%
Taiwan					14.4	%
Korea					11.9	%
Others					8.7	%
Brazil					5.4	%
Saudi Arabia					4.1	%
South Africa					3.8	%
Mexico					2.4	%
Thailand					2.1	%
Indonesia					2.0	%

MSCI Emerging Markets
Index – Composition

				% of Index
Financials					22.2	%
Information Technology					19.6	%
Consumer Discretionary					13.4	%
Communication Services					9.3	%
Materials					9.1	%
Consumer Staples					6.3	%
Industrials					6.0	%
Energy					5.1	%
Health Care					4.0	%
Utilities					3.0	%
Real Estate					2.0	%

ProShares Short QQQ (Ticker: PSQ)

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

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

Market Exposure

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

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

NASDAQ-100 Index – Composition

				% of Index
Information Technology					50.5	%
Communication Services					15.4	%
Consumer Discretionary					14.3	%
Health Care					7.4	%
Consumer Staples					7.1	%
Industrials					3.8	%
Utilities					1.5	%

ProShares Short Real Estate (Ticker: REK)

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

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

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.

Dow Jones U.S. Real Estate Index – Composition

				% of Index
Equity Real Estate Investment Trusts (REITs)					91.4	%
Real Estate Management & Development					3.7	%
Professional Services					2.5	%
Mortgage Real Estate Investment Trusts (REITs)					2.4	%

ProShares Short Russell2000 (Ticker: RWM)

ProShares Short Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Russell 2000^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 97% of the U.S. equity market and includes approximately 3,000 of the largest companies in the U.S. The Russell 3000^® Index includes large-, mid-, and small-capitalization companies.

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(97	%)
Futures Contracts					(3	%)
Total Exposure					(100	%)

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

Russell 2000 Index – Composition

				% of Index
Financials					17.6	%
Health Care					16.2	%
Industrials					15.5	%
Information Technology					12.7	%
Consumer Discretionary					10.7	%
Energy					6.9	%
Real Estate					6.5	%
Materials					4.3	%
Consumer Staples					3.5	%
Utilities					3.4	%
Communication Services					2.7	%

ProShares Short S&P500^® (Ticker: SH)

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

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					(96	%)
Futures Contracts					(4	%)
Total Exposure					(100	%)

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

S&P 500 – Composition

				% of Index
Information Technology					26.4	%
Health Care					15.2	%
Financials					11.6	%
Consumer Discretionary					10.4	%
Industrials					8.4	%
Communication Services					7.5	%
Consumer Staples					7.0	%
Energy					5.1	%
Utilities					3.0	%
Materials					2.7	%
Real Estate					2.7	%

ProShares Short SmallCap600 (Ticker: SBB)

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

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

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.

S&P SmallCap 600 – Composition

				% of Index
Financials					18.8	%
Industrials					17.0	%
Consumer Discretionary					12.9	%
Information Technology					12.6	%
Health Care					10.8	%
Real Estate					7.7	%
Materials					5.8	%
Consumer Staples					5.1	%
Energy					5.1	%
Utilities					2.2	%
Communication Services					2.0	%

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

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

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					197	%
Futures Contracts					3	%
Total Exposure					200	%

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

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

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

ProShares Ultra 20+ Year Treasury (Ticker: UBT)

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

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					195	%
Futures Contracts					8	%
Total Exposure					203	%

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

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

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

ProShares Ultra Basic Materials (Ticker: UYM)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					79	%
Swap Agreements					121	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Linde plc					15.6	%
Air Products and Chemicals, Inc.					6.4	%
Freeport-McMoRan, Inc.					5.3	%
Corteva, Inc.					4.5	%
Nucor Corp.					3.6	%

Dow Jones U.S. Basic Materials
Index – Composition

				% of Index
Chemicals					76.0	%
Metals & Mining					24.0	%

ProShares Ultra Consumer Goods (Ticker: UGE)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					89	%
Swap Agreements					111	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Tesla, Inc.					14.2	%
Procter & Gamble Co. (The)					9.8	%
PepsiCo, Inc.					7.0	%
Coca-Cola Co. (The)					6.8	%
Philip Morris International, Inc.					4.2	%

Dow Jones U.S. Consumer Goods
Index – Composition

				% of Index
Food, Beverage & Tobacco					41.3	%
Automobiles & Components					22.8	%
Household & Personal Products					17.5	%
Consumer Durables & Apparel					12.7	%
Media & Entertainment					3.6	%
Retailing					1.2	%
Food & Staples Retailing					0.5	%
Capital Goods					0.4	%

ProShares Ultra Consumer Services (Ticker: UCC)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					79	%
Swap Agreements					120	%
Total Exposure					199	%

"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.					15.5	%
Home Depot, Inc. (The)					6.0	%
Costco Wholesale Corp.					4.3	%
Walmart, Inc.					3.9	%
McDonald's Corp.					3.6	%

Dow Jones U.S. Consumer Services
Index – Composition

				% of Index
Retailing					44.2	%
Consumer Services					19.5	%
Media & Entertainment					17.3	%
Food & Staples Retailing					13.4	%
Transportation					3.5	%
Health Care Equipment & Services					1.1	%
Commercial & Professional Services					1.0	%

ProShares Ultra Dow30^SM (Ticker: DDM)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					83	%
Swap Agreements					113	%
Futures Contracts					4	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
UnitedHealth Group, Inc.					8.7	%
Goldman Sachs Group, Inc. (The)					6.1	%
Home Depot, Inc. (The)					5.1	%
Amgen, Inc.					4.5	%
McDonald's Corp.					4.3	%

Dow Jones Industrial
Average – Composition

				% of Index
Health Care					21.4	%
Information Technology					19.2	%
Financials					16.6	%
Industrials					14.5	%
Consumer Discretionary					13.5	%
Consumer Staples					7.7	%
Energy					3.5	%
Communication Services					2.6	%
Materials					1.0	%

ProShares Ultra Financials (Ticker: UYG)

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

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

Market Exposure

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

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

Largest Equity Holdings

Company				% of Net Assets
Berkshire Hathaway, Inc., Class B					7.1	%
JPMorgan Chase & Co.					5.0	%
Visa, Inc., Class A					4.4	%
Mastercard, Inc., Class A					3.7	%
Bank of America Corp.					3.3	%

Dow Jones U.S. Financials
Index – Composition

				% of Index
Diversified Financials					33.2	%
Banks					23.3	%
Real Estate					18.3	%
Insurance					14.5	%
Software & Services					10.2	%
Commercial & Professional Services					0.5	%

ProShares Ultra FTSE China 50 (Ticker: XPP)

ProShares Ultra FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the FTSE China 50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is constructed and maintained by FTSE International Limited. The Index comprises 50 of the largest and most liquid Chinese stocks (H Shares, Red Chips, and P Chips) listed and trading on the Hong Kong Exchange (HKEx). Stocks are free-float weighted to ensure that only the investable opportunity set is included within the indexes and individual constituent weights are capped at 9% on a quarterly basis to avoid over-concentration in any one stock.

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					199	%
Total Exposure					199	%

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

FTSE China 50 Index – Composition

				% of Index
Consumer Discretionary					32.3	%
Financials					28.1	%
Communication Services					17.9	%
Energy					5.0	%
Real Estate					4.3	%
Health Care					3.5	%
Consumer Staples					2.7	%
Information Technology					2.5	%
Materials					1.8	%
Industrials					1.4	%
Utilities					0.5	%

ProShares Ultra FTSE Europe (Ticker: UPV)

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

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

Market Exposure

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

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

FTSE Developed Europe All Cap
Index – Country

				% of Index
Britain					23.4	%
France					16.1	%
Switzerland					15.9	%
Germany					12.1	%
Netherlands					7.0	%
Others					6.5	%
Sweden					5.5	%
Denmark					4.2	%
Spain					3.8	%
Italy					3.4	%
Finland					2.1	%

FTSE Developed Europe All Cap
Index – Composition

				% of Index
Financials					16.6	%
Industrials					15.3	%
vHealth Care					14.6	%
Consumer Staples					12.1	%
Consumer Discretionary					10.0	%
Materials					7.7	%
Information Technology					7.7	%
Energy					6.5	%
Utilities					4.2	%
Communication Services					3.5	%
Real Estate					1.8	%

ProShares Ultra Health Care (Ticker: RXL)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					82	%
Swap Agreements					117	%
Total Exposure					199	%

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

Largest Equity Holdings

Company				% of Net Assets
UnitedHealth Group, Inc.					7.5	%
Johnson & Johnson					6.9	%
Eli Lilly & Co.					4.3	%
AbbVie, Inc.					4.2	%
Pfizer, Inc.					4.1	%

Dow Jones U.S. Health Care
Index – Composition

				% of Index
Pharmaceuticals					29.1	%
Health Care Providers & Services					22.3	%
Biotechnology					18.3	%
Health Care Equipment & Supplies					18.1	%
Life Sciences Tools & Services					12.1	%
Health Care Technology					0.1	%

ProShares Ultra High Yield (Ticker: UJB)

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

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

Market Exposure

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

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

Markit iBoxx $ Liquid High Yield
Index – Composition

				% of Index
High Yield					100	%

ProShares Ultra Industrials (Ticker: UXI)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					88	%
Swap Agreements					112	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Accenture plc, Class A					3.7	%
Honeywell International, Inc.					2.9	%
Raytheon Technologies Corp.					2.8	%
United Parcel Service, Inc., Class B					2.7	%
Union Pacific Corp.					2.7	%

Dow Jones U.S. Industrials
Index – Composition

				% of Index
Capital Goods					52.6	%
Software & Services					15.9	%
Transportation					12.6	%
Commercial & Professional Services					7.3	%
Materials					5.7	%
Technology Hardware & Equipment					5.5	%
Pharmaceuticals, Biotechnology & Life Sciences					0.4	%

ProShares Ultra MidCap400 (Ticker: MVV)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					81	%
Swap Agreements					112	%
Futures Contracts					7	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Steel Dynamics, Inc.					0.6	%
First Solar, Inc.					0.6	%
Fair Isaac Corp.					0.6	%
Hubbell, Inc.					0.5	%
Carlisle Cos., Inc.					0.5	%

S&P MidCap 400 – Composition

				% of Index
Industrials					19.4	%
Financials					15.1	%
Consumer Discretionary					14.3	%
Information Technology					12.7	%
Health Care					9.8	%
Real Estate					7.7	%
Materials					7.3	%
Consumer Staples					4.0	%
Energy					4.0	%
Utilities					3.9	%
Communication Services					1.8	%

ProShares Ultra MSCI Brazil Capped (Ticker: UBR)

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

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

Market Exposure

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

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

MSCI Brazil 25/50 Index – Composition

				% of Index
Materials					25.3	%
Financials					23.5	%
Energy					16.2	%
Utilities					9.0	%
Industrials					9.0	%
Consumer Staples					8.1	%
Consumer Discretionary					3.3	%
Health Care					3.0	%
Communication Services					1.9	%
Information Technology					0.7	%

ProShares Ultra MSCI EAFE (Ticker: EFO)

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

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

Market Exposure

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

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

MSCI EAFE Index – Country

				% of Index
Japan					21.8	%
United Kingdom					15.6	%
France					11.8	%
Others					11.1	%
Switzerland					10.2	%
Germany					8.2	%
Australia					8.0	%
Netherlands					4.4	%
Sweden					3.3	%
Hong Kong					2.8	%
Denmark					2.8	%

MSCI EAFE Index – Composition

				% of Index
Financials					18.0	%
Industrials					15.2	%
Health Care					13.4	%
Consumer Discretionary					11.4	%
Consumer Staples					10.5	%
Information Technology					8.2	%
Materials					7.7	%
Energy					5.1	%
Communication Services					4.5	%
Utilities					3.4	%
Real Estate					2.6	%

ProShares Ultra MSCI Emerging Markets (Ticker: EET)

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

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

Market Exposure

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

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

MSCI Emerging Markets
Index – Country

				% of Index
China					30.4	%
India					14.8	%
Taiwan					14.4	%
Korea					11.9	%
Others					8.7	%
Brazil					5.4	%
Saudi Arabia					4.1	%
South Africa					3.8	%
Mexico					2.4	%
Thailand					2.1	%
Indonesia					2.0	%

MSCI Emerging Markets
Index – Composition

				% of Index
Financials					22.2	%
Information Technology					19.6	%
Consumer Discretionary					13.4	%
Communication Services					9.3	%
Materials					9.1	%
Consumer Staples					6.3	%
Industrials					6.0	%
Energy					5.1	%
Health Care					4.0	%
Utilities					3.0	%
Real Estate					2.0	%

ProShares Ultra MSCI Japan (Ticker: EZJ)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					43	%
Swap Agreements					157	%
Total Exposure					200	%

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

MSCI Japan Index – Composition

				% of Index
Industrials					22.4	%
Consumer Discretionary					18.4	%
Information Technology					13.7	%
Financials					10.6	%
Health Care					10.1	%
Communication Services					8.5	%
Consumer Staples					6.6	%
Materials					4.5	%
Real Estate					3.4	%
Utilities					1.0	%
Energy					0.8	%

ProShares Ultra Nasdaq Biotechnology (Ticker: BIB)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					79	%
Swap Agreements					121	%
Total Exposure					200	%

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

Largest Equity Holdings

Company				% of Net Assets
Gilead Sciences, Inc.					7.8	%
Amgen, Inc.					6.7	%
Vertex Pharmaceuticals, Inc.					5.8	%
Regeneron Pharmaceuticals, Inc.					5.7	%
Moderna, Inc.					4.9	%

NASDAQ Biotechnology Index – Composition

				% of Index
Biotechnology					81.2	%
Pharmaceuticals					12.3	%
Life Sciences Tools & Services					5.1	%
Health Care Equipment & Supplies					0.8	%
Health Care Providers & Services					0.6	%

ProShares Ultra Nasdaq Cloud Computing (Ticker: SKYU)

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

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

Market Exposure

Investment Type				% of Net Assets
Equity Securities					79	%
Swap Agreements					120	%
Total Exposure					199	%

"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
Arista Networks, Inc.					3.6	%
International Business Machines Corp.					3.6	%
Oracle Corp.					3.5	%
Rackspace Technology, Inc.					3.4	%
Pure Storage, Inc., Class A					3.1	%

ISE CTA Cloud Computing Index – Composition

				% of Index
Software & Services					74.3	%
Technology Hardware & Equipment					15.6	%
Media & Entertainment					4.7	%
Retailing					2.9	%
Commercial & Telecommunication Services					1.9	%
Health Care Equipment & Services					0.6	%

ProShares Ultra Nasdaq Cybersecurity (Ticker: UCYB)

ProShares Ultra Nasdaq Cybersecurity (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Nasdaq CTA Cybersecurity Index^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The Index is maintained by Nasdaq Inc. (the "Index Provider"). The Index was jointly constructed by the Index Provider and Consumer Technology Association ("CTA"). The Index is a modified liquidity-weighted index comprised of companies classified as "cybersecurity" companies by CTA. CTA classifies companies as cybersecurity if they meet one of three elements: (1) companies focused on developing technologies that are designed and implemented to protect computer and communication networks from attacks and other unauthorized use; (2) companies involved in the development of technologies for cybersecurity industry use including government, private and public corporations, financial institutions and various other industries; or (3) companies focused on the protection of priority data from being accessed and exploited by unauthorized external parties. The companies must also meet other eligibility criteria determined by the Index Provider, including minimum market capitalization and liquidity requirements. The Index includes large-, mid-, and small-capitalization companies.

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

Market Exposure

Investment Type				% of Net Assets
Swap Agreements					199	%
Total Exposure					199	%

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

Nasdaq CTA Cybersecurity Index – Composition

				% of Index
Software & Services					62.6	%
Technology Hardware & Equipment					16.2	%
Commercial & Professional Services					10.9	%
Semiconductors & Semiconductor Services					7.0	%
Capital Goods					3.3	%