John Loder, Esq.
c/o Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600 |
Richard F. Morris
ProShare Advisors LLC
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814 |
BETE |
Bitcoin & Ether Equal Weight Strategy ETF |
|
|
|
|
Management Fees |
|
Other Expenses1 |
|
Total Annual Fund Operating Expenses Before Fee
Waivers and Expense Reimbursements |
|
Fee Waiver/Reimbursement2 |
- |
Total Annual Fund Operating Expenses After Fee
Waivers and Expense Reimbursements |
|
1 Year |
3 Years |
|
|
ProShares Bitcoin &
Ether Equal Weight
Strategy ETF
|
BETE
|
Principal U.S. National Stock Exchange
|
Fund
|
NYSE Arca
|
ProShares Bitcoin & Ether Equal Weight Strategy ETF
|
4
|
|
5
|
|
28
|
|
29
|
|
34
|
|
35
|
|
37
|
|
39
|
|
42
|
|
51
|
|
52
|
|
65
|
|
65
|
|
A-1
|
|
B-1
|
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C-1
|
Term
|
Definition
|
1933 Act
|
Securities Act of 1933, as amended
|
1934 Act
|
Securities and Exchange Act of 1934, as amended
|
1940 Act
|
Investment Company Act of 1940, as amended
|
Advisor or ProShare Advisors
|
ProShare Advisors LLC
|
Board of Trustees or Board
|
Board of Trustees of ProShares Trust
|
CCO
|
Chief Compliance Officer
|
CFTC
|
U.S. Commodity Futures Trading Commission
|
Code or Internal Revenue Code
|
Internal Revenue Code of 1986, as amended
|
CPO
|
Commodity Pool Operator
|
Distributor or SEI
|
SEI Investments Distribution Co.
|
ETF
|
Exchange traded fund
|
Exchange
|
NYSE Arca
|
Fund Complex
|
All operational registered investment companies that are
advised by the Advisor or its affiliates
|
Independent Trustee(s)
|
Trustees who are not “Interested Persons” of ProShare
Advisors or Trust as defined under Section 2(a)(19) of the
1940 Act
|
NAV
|
Net asset value
|
New Fund(s)
|
ProShares Bitcoin & Ether Equal Weight Strategy ETF
|
SEC
|
U.S. Securities and Exchange Commission
|
Shares
|
The shares of the Fund
|
Trust
|
ProShares Trust
|
Trustee(s)
|
One or more of the trustees of the Trust
|
Name and Birth Date
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During
the Past 5 Years
|
Number of
Operational
Portfolios in
Fund Complex*
Overseen by Trustee
|
Other Directorships
Held by Trustee
During
Past 5 Years
|
Independent Trustees
|
|
|
|
|
William D. Fertig
Birth Date: 9/56
|
Indefinite; June
2011 to present
|
Context Capital
Management
(Alternative Asset
Management): Chief
Investment Officer
(September 2002 to
present).
|
ProShares (124)
ProFunds (116)
|
Context Capital
|
Russell S. Reynolds III
Birth Date: 7/57
|
Indefinite;
November 2005 to
present
|
RSR Partners, Inc.
(Retained Executive
Recruitment and
Corporate
Governance
Consulting):
Managing Director
(February 1993 to
present).
|
ProShares (124)
ProFunds (116)
|
RSR Partners, Inc.
|
Michael C. Wachs
Birth Date: 10/61
|
Indefinite;
November 2005 to
present
|
Linden Lane Capital
Partners LLC (Real
Estate Investment
and Development):
Managing Principal
(2010 to present).
|
ProShares (124)
ProFunds (116)
|
NAIOP (the
Commercial Real
Estate Development
Association)
|
Interested Trustee and Chairman of the Board
|
|
|
Name and Birth Date
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During
the Past 5 Years
|
Number of
Operational
Portfolios in
Fund Complex*
Overseen by Trustee
|
Other Directorships
Held by Trustee
During
Past 5 Years
|
Michael L. Sapir**
Birth Date: 5/58
|
Indefinite; 2002 to
present
|
Chairman and Chief
Executive Officer of
ProFund
Advisors LLC
(April 1997 to
present); ProShare
Advisors
(November 2005 to
present); and
ProShare Capital
Management LLC
(July 2008 to
present).
|
ProShares (124)
ProFunds (116)
|
None
|
Name of Trustee
|
Dollar Range
of Equity
Securities in
the Trust
|
Aggregate Dollar
Range of Equity
Securities in All
Registered Investment
Companies Overseen
by Trustee in Family of
Investment Companies
|
Independent Trustees
|
|
|
William D. Fertig, Trustee
|
Over $100,000
|
Over $100,000
|
Russell S. Reynolds III, Trustee
|
$10,001-$50,000
|
$10,001-$50,000
|
Michael C. Wachs, Trustee
|
None
|
$10,001-$50,000
|
Interested Trustee
|
|
|
Michael L. Sapir, Trustee and Chairman
|
Over $100,000
|
Over $100,000
|
Name and Birth Date
|
Position(s)
Held with
Trust
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During the Past
5 Years
|
Todd B. Johnson
Birth Date: 1/64
|
President
|
Indefinite;
January 2014 to
present
|
Chief Investment Officer of ProShare
Advisors (December 2008 to present);
ProFund Advisors LLC (December 2008 to
present); and ProShare Capital
Management LLC (February 2009 to present).
|
Maria Clem Sell
3 Canal Plaza, Suite
100 Portland, ME
04101
Birth Date: 2/78
|
Treasurer
|
Indefinite; June
2022 to present
|
Senior Principal Consultant and Fund
Treasurer, ACA Group (2021 to present);
Director, Franklin Templeton Investments
(2014 to 2021).
|
Name and Birth Date
|
Position(s)
Held with
Trust
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During the Past
5 Years
|
Victor M. Frye, Esq.
Birth Date: 10/58
|
Chief
Compliance
Officer and AML
Officer
|
Indefinite;
November 2005
to present
|
Counsel and Chief Compliance Officer of
ProShare Advisors (December 2004 to
present) and ProFund Advisors LLC (October
2002 to present); Secretary of ProFunds
Distributors, Inc. (April 2008 to present);
Chief Compliance Officer of ProFunds
Distributors, Inc. (July 2015 to present).
|
Richard F. Morris
Birth Date: 8/67
|
Chief Legal
Officer and
Secretary
|
Indefinite;
December 2015
to present
|
General Counsel of ProShare Advisors;
ProFund Advisors LLC; and ProShare Capital
Management LLC (December 2015 to
present); Chief Legal Officer of ProFunds
Distributors, Inc. (December 2015 to present);
Partner at Morgan Lewis & Bockius, LLP
(October 2012 to November 2015).
|
Name of Fund
|
Investment Advisory and
Management Fee
|
ProShares Bitcoin & Ether Equal Weight Strategy ETF
|
0.95
|
Name of Portfolio Manager
|
Dollar Range of
Equity Securities
in the Funds
Managed by the
Portfolio Manager
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies in
the ProShares Family
|
Alexander Ilyasov
|
None
|
$50,001-$100,000
|
George Banian
|
None
|
None
|
Name of Portfolio
Manager
|
Number of All Registered
Investment Companies
Managed/Total Assets
|
Number of All
Other Pooled
Investment Vehicles
Managed/Total Assets
|
Number of All
Other Accounts
Managed/Total Assets
|
Alexander Ilyasov
|
74/$3,780,639,151
|
16/$3,825,400,127
|
0/$0
|
George Banian
|
3/$995,991,357
|
12/$3,726,384,854
|
0/$0
|
Fund Name
|
Creation Unit
Size
|
Value of
Creation Unit at
inception
|
ProShares Bitcoin & Ether Equal Weight Strategy ETF
|
10,000
|
$400,000
|
Fund(s)
|
Typical Creation Cut-Off Time (Eastern Time)
|
ProShares Bitcoin & Ether Equal Weight
Strategy ETF
|
2:00 p.m.
|
Fund(s)
|
Typical NAV Calculation Time
Eastern Time
|
ProShares Bitcoin & Ether Equal Weight Strategy ETF
|
4:00 p.m.
|
TITLE:
|
Proxy Voting Policies and Procedures
|
FOR:
|
ProShare Advisors LLC ProFund Advisors LLC
|
DATED:
|
March 1, 2008
|
AS REVISED:
|
May 1, 2015
|
Name
|
Position and Office with Underwriter
|
Positions and
Offices with
Registrant
|
William M. Doran
|
Director
|
None
|
Paul F. Klauder
|
Director
|
None
|
Wayne M. Withrow
|
Director
|
None
|
Kevin P. Barr
|
President & Chief Executive Officer
|
None
|
Maxine J. Chou
|
Chief Financial Officer, Chief Operations Officer & Treasurer
|
None
|
John C. Munch
|
General Counsel & Secretary
|
None
|
Jennifer H. Campisi
|
Chief Compliance Officer, Anti-Money Laundering Officer and Assistant Secretary
|
None
|
Mark J. Held
|
Senior Vice President
|
None
|
Lori L. White
|
Vice President & Assistant Secretary
|
None
|
John P. Coary
|
Vice President and Assistant Secretary
|
None
|
Jason McGhin
|
Vice President
|
None
|
Judith A. Rager
|
Vice President
|
None
|
Gary Michael Reese
|
Vice President
|
None
|
Robert M. Silvestri
|
Vice President
|
None
|
ProShares Trust
|
|
By:
|
/s/ Todd B. Johnson
|
|
Todd B. Johnson President and Principal Executive Officer
|
Signature
|
Title
|
Date
|
/s/ Michael L. Sapir*
Michael L. Sapir
|
Trustee, Chairman
|
September 29, 2023
|
/s/ Russell S. Reynolds, III*
Russell S. Reynolds, III
|
Trustee
|
September 29, 2023
|
/s/ Michael C. Wachs*
Michael C. Wachs
|
Trustee
|
September 29, 2023
|
/s/ William D. Fertig*
William D. Fertig
|
Trustee
|
September 29, 2023
|
/s/ Todd B. Johnson
Todd B. Johnson
|
President and Principal Executive Officer
|
September 29, 2023
|
/s/ Maria Clem Sell
Maria Clem Sell
|
Treasurer (Principal Financial Officer and Principal
Accounting Officer)
|
September 29, 2023
|
* By:/s/ Richard F. Morris
Richard F. Morris
As Attorney-in-fact
Date: September 29, 2023
|
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