Item B.1. Background information.

a. Full name of Registrant	ProShares Trust
b. Investment Company Act file number ( e.g., 811-)	811-21114
c. CIK	0001174610
d. LEI	5493005D9DS7C1P5AM59

Item B.2. Address and telephone number of Registrant.

a. Street 1	7272 Wisconsin Avenue
Street 2
b. City	Bethesda
c. State, if applicable	MARYLAND
d. Foreign country, if applicable	UNITED STATES OF AMERICA
e. Zip code and zip code extension, or foreign postal code	20814
f. Telephone number (including country code if foreign)	240-497-6400
g. Public Website, if any	https://www.proshares.com

Item B.3. Location of books and records.

Instruction. Provide the requested information for each person maintaining physical possession of each account, book, or other document required to be maintained by section 31(a) of the Act (15 U.S.C. 80a-30(a)) and the rules under that section.

Location books Record: 1
a. Name of person (e.g., a custodian of records)	JPMorgan Chase Bank, N.A.
b. Street 1	70 Fargo Street
Street 2
c. City	Boston
d. State, if applicable	MASSACHUSETTS
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	02210
g. Telephone number (including country code if foreign)	800-935-9935
h. Briefly describe the books and records kept at this location:	Records relating to its functions as administrator
Location books Record: 2
a. Name of person (e.g., a custodian of records)	ProShare Advisors LLC
b. Street 1	7272 Wisconsin Avenue
Street 2	21st Floor
c. City	Bethesda
d. State, if applicable	MARYLAND
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	20814
g. Telephone number (including country code if foreign)	240-497-6400
h. Briefly describe the books and records kept at this location:	Records relating to its functions as advisor
Location books Record: 3
a. Name of person (e.g., a custodian of records)	Citi Fund Services Ohio, Inc.
b. Street 1	800 Boylston Street
Street 2	24th Floor
c. City	Boston
d. State, if applicable	MASSACHUSETTS
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	02199
g. Telephone number (including country code if foreign)	617-859-3417
h. Briefly describe the books and records kept at this location:	Records relating to its functions as regulatory administrator
Location books Record: 4
a. Name of person (e.g., a custodian of records)	SEI Investments Distribution Co.
b. Street 1	One Freedom Valley Drive
Street 2
c. City	Oaks
d. State, if applicable	PENNSYLVANIA
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	19456
g. Telephone number (including country code if foreign)	610-676-2318
h. Briefly describe the books and records kept at this location:	Records relating to its functions as distributor and underwriter
Location books Record: 5
a. Name of person (e.g., a custodian of records)	JPMorgan Chase Bank, N.A.
b. Street 1	4 MetroTech Center
Street 2
c. City	Brooklyn
d. State, if applicable	NEW YORK
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	11245
g. Telephone number (including country code if foreign)	718-242-0609
h. Briefly describe the books and records kept at this location:	Records relating to its functions as custodian

Item B.4. Initial of final filings.

Instruction. Respond "yes" to Item B.4.b only if the Registrant has filed an application to deregister or will file an application to deregister before its next required filing on this form.

a. Is this the first filing on this form by the Registrant?	Yes No
b. Is this the last filing on this form by the Registrant?	Yes No

Item B.5. Family of investment companies.

Instruction. "Family of investment companies" means, except for insurance company separate accounts, any two or more registered investment companies that (i) share the same investment adviser or principal underwriter; and (ii) hold themselves out to investors as related companies for purposes of investment and investor services.In responding to this item, all Registrants in the family of investment companies should report the name of the family of investment companies identically.

Insurance company separate accounts that may not hold themselves out to investors as related companies (products) for purposes of investment and investor services should consider themselves part of the same family if the operational or accounting or control systems under which these entities function are substantially similar.

a. Is the Registrant part of a family of investment companies?

Yes No

i. Full name of family of investment companies

ProShares Trust

Item B.6. Organization.

Instruction. For Item B.6.a.i., the Registrant should include all Series that have been established by the Registrant and have shares outstanding (other than shares issued in connection with an initial investment to satisfy section 14(a) of the Act).

Indicate the classification of the Registrant by checking the applicable item below.

 a. Open-end management investment company registered under the Act on Form N-1A 
 b. Closed-end management investment company registered under the Act on Form N-2  
 c. Separate account offering variable annuity contracts which is registered under the Act as a management investment company on Form N-3 
 d. Separate account offering variable annuity contracts which is registered under the Act as a unit investment trust on Form N-4 
 e. Small business investment company registered under the Act on Form N-5 
 f. Separate account offering variable insurance contracts which is registered under the Act as a unit investment trust on Form N-6 
 g. Unit investment trust registered under the Act on Form N-8B-2 

i. Total number of Series of the Registrant

121

Item B.7. Securities Act registration.

Is the Registrant the issuer of a class of securities registered under the Securities Act of 1933 ("Securities Act")?

Yes No

Item B.8. Directors.

Provide the information requested below about each person serving as director of the Registrant (management investment companies only):

Director Record: 1
a. Full Name	Michael C. Wachs
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-21634
File Number Record: 2
File Number Record:	811-08239
Director Record: 2
a. Full Name	William D. Fertig
b. CRD number, if any	000871951
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-21634
File Number Record: 2
File Number Record:	811-08239
Director Record: 3
a. Full Name	Michael L. Sapir
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-21634
File Number Record: 2
File Number Record:	811-08239
Director Record: 4
a. Full Name	Russell S. Reynolds, III
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08239
File Number Record: 2
File Number Record:	811-21634

Item B.9. Chief compliance officer.

Provide the information requested below about each person serving as chief compliance officer of the Registrant for purposes of rule 38a-1 (17 CFR 270.38a- 1):

Chief compliance officer Record: 1
a. Full Name	Victor M. Frye, Esq.
b. CRD Number, if any	001253717
c. Street Address 1	7272 Wisconsin Avenue
Street Address 2	21st Floor
d. City	Bethesda
e. State, if applicable	MARYLAND
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Zip code and zip code extension, or foreign postal code	20814
h. Telephone number (including country code if foreign)	XXXXXX
i. Has the chief compliance officer changed since the last filing?	Yes No

If the chief compliance officer is compensated or employed by any person other than the Registrant, or an affiliated person of the Registrant, for providing chief compliance officer services, provide:

CCO employer Record: 1
i. Name of the person	N/A
ii. Person's IRS Employer Identification Number	N/A

Item B.10. Matters for security holder vote.

Instruction. Registrants registered on Forms N-3, N-4 or N-6, should respond "yes" to this Item only if security holder votes were solicited on contract-level matters.

Were any matters submitted by the Registrant for its security holders' vote during the reporting period?

Yes No

Item B.11. Legal proceeding.

Instruction. For purposes of this Item, the following proceedings should be described: (1) any bankruptcy, receivership or similar proceeding with respect to the Registrant or any of its significant subsidiaries; (2) any proceeding to which any director, officer or other affiliated person of the Registrant is a party adverse to the Registrant or any of its subsidiaries; and (3) any proceeding involving the revocation or suspension of the right of the Registrant to sell securities.

a. Have there been any material legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries was a party or of which any of their property was the subject during the reporting period?

Yes No

b. Has any proceeding previously reported been terminated?

Yes No

Item B.12. Fidelity bond and insurance (management investment companies only).

a. Were any claims with respect to the Registrant filed under a fidelity bond (including, but not limited to, the fidelity insuring agreement of the bond) during the reporting period?	Yes No

Item B.13. Directors and officers/errors and omissions insurance (management investment companies only).

a. Are the Registrant's officers or directors covered in their capacities as officers or directors under any directors and officers/errors and omissions insurance policy owned by the Registrant or anyone else?	Yes No
i. If yes, were any claims filed under the policy during the reporting period with respect to the Registrant?	Yes No

Item B.14. Provision of financial support.

Instruction. For purposes of this Item, a provision of financial support includes any (1) capital contribution, (2) purchase of a security from a Money Market Fund in reliance on rule 17a-9 under the Act (17 CFR 270.17a-9), (3) purchase of any defaulted or devalued security at fair value reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio, (4) execution of letter of credit or letter of indemnity, (5) capital support agreement (whether or not the Registrant ultimately received support), (6) performance guarantee, or (7) other similar action reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio. Provision of financial support does not include any (1) routine waiver of fees or reimbursement of Registrant's expenses, (2) routine inter-fund lending, (3) routine inter-fund purchases of Registrant's shares, or (4) action that would qualify as financial support as defined above, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio.

Did an affiliated person, promoter, or principal underwriter of the Registrant, or an affiliated person of such a person, provide any form of financial support to the Registrant during the reporting period?

Yes No

Item B.15. Exemptive orders.

a. During the reporting period, did the Registrant rely on any orders from the Commission granting an exemption from one or more provisions of the Act, Securities Act or Exchange Act?	Yes No
Release number Record: 1
i. If yes, provide below the release number for each order	IC-27658

Item B.16. Principal underwriters.

a. Provide the information requested below about each principal underwriter:

Principal underwriter Record: 1
i. Full name	SEI INVESTMENTS DISTRIBUTION CO.
ii. SEC file number (e.g., 8-)	8-13329
iii. CRD number	000010690
iv. LEI, if any	5LJTIFADGZ6XH1RVOC11
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Is the principal underwriter an affiliated person of the Registrant, or its investment adviser(s) or depositor?	Yes No
b. Have any principal underwriters been hired or terminated during the reporting period?	Yes No

Item B.17. Independent public accountant.

Provide the following information about eachthe independent public accountant:

Public accountant Record: 1
a. Full Name	PRICEWATERHOUSECOOPERS, LLP
b. PCAOB Number	238
c. LEI, if any	5493002GVO7EO8RNNS37
d. State, if applicable	MARYLAND
e. Foreign country, if applicable	UNITED STATES OF AMERICA

f. Has the independent public accountant changed since the last filing?

Yes No

Item B.18. Report on internal control (management investment companies only).

Instruction. Small business investment companies are not required to respond to this item.

For the reporting period, did an independent public accountant's report on internal control note any material weaknesses?

Yes No

Item B.19. Audit opinion.

For the reporting period, did an independent public accountant issue an opinion other than an unqualified opinion with respect to its audit of the Registrant's financial statements?

Yes No

Item B.20. Change in valuation methods.

Instruction. Responses to this item need not include changes to valuation techniques used for individual securities (e.g., changing from market approach to income approach for a private equity security). In responding to Item B.20.c., provide the applicable "asset type" category specified in Item C.4.a. of Form N-PORT. In responding to Item B.20.d., provide a brief description of the type of investments involved. If the change in valuation methods applies only to certain sub-asset types included in the response to Item B.20.c., please provide the sub-asset types in the response to Item B.20.d. The responses to Item B.20.c. and Item B.20.d. should be identical only if the change in valuation methods applies to all assets within that category.

Have there been material changes in the method of valuation (e.g., change from use of bid price to mid price for fixed income securities or change in trigger threshold for use of fair value factors on international equity securities) of the Registrant's assets during the reporting period?

Yes No

Item B.21. Change in accounting principles and practices.

Have there been any changes in accounting principles or practices, or any change in the method of applying any such accounting principles or practices, which will materially affect the financial statements filed or to be filed for the current year with the Commission and which has not been previously reported?

Yes No

Item B.22. Net asset value error corrections (open-end management investment companies only).

a. During the reporting period, were any payments made to shareholders or shareholder accounts reprocessed as a result of an error in calculating the Registrant's net asset value (or net asset value per share)?

Yes No

Item B.23. Rule 19a-1 notice (management investment companies only).

During the reporting period, did the Registrant pay any dividend or make any distribution in the nature of a dividend payment, required to be accompanied by a written statement pursuant to section 19(a) of the Act (15 U.S.C. 80a-19(a)) and rule 19a-1 thereunder (17 CFR 270.19a-1)?

Yes No

Payment dividend series info Record: 1
a. If yes, and to the extent the response relates only to certain series of the Registrant, indicate the series involved:
i. Series name	ProShares Metaverse ETF
ii. Series identification number	S000075552

Payment dividend series info Record: 2
a. If yes, and to the extent the response relates only to certain series of the Registrant, indicate the series involved:
i. Series name	ProShares S&P Kensho Smart Factories ETF
ii. Series identification number	S000073417

Payment dividend series info Record: 3
a. If yes, and to the extent the response relates only to certain series of the Registrant, indicate the series involved:
i. Series name	ProShares K-1 Free Crude Oil Strategy ETF
ii. Series identification number	S000054590

Payment dividend series info Record: 4
a. If yes, and to the extent the response relates only to certain series of the Registrant, indicate the series involved:
i. Series name	ProShares UltraShort FTSE Europe
ii. Series identification number	S000022292

Payment dividend series info Record: 5
a. If yes, and to the extent the response relates only to certain series of the Registrant, indicate the series involved:
i. Series name	ProShares Global Listed Private Equity ETF
ii. Series identification number	S000037319

Payment dividend series info Record: 6
a. If yes, and to the extent the response relates only to certain series of the Registrant, indicate the series involved:
i. Series name	ProShares Nasdaq-100 Dorsey Wright Momentum ETF
ii. Series identification number	S000071850

General Instruction. Management investment companies that offer multiple series must complete Part C as to each series separately, even if some information is the same for two or more series. To begin this section or add an additional series(s), click on the bar labeled "Add a New Series" below.

Management Investment Record: 1

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro Short MidCap400
b. Series identication number, if any	S000024912
c. LEI	G7H12I5OU2R7Z0LCU994
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro Short MidCap400
ii. Class identification number, if any	C000074102
iii. Ticker symbol, if any	SMDD

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -8.34  2. After Fund fees and expenses (i.e., net asset value): -9.20  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 91.84655038  2. After Fund fees and expenses (i.e., net asset value): 91.84134946   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	69.84999999
b. Aggregate brokerage commissions paid by Fund during the reporting period:	69.84999999

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	56,916,414.96000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

56,916,414.96000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	9,560,027.29000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 2

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Russell2000
b. Series identication number, if any	S000014287
c. LEI	75HGN5OSF2FQ1L7JNK61
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Russell2000
ii. Class identification number, if any	C000038846
iii. Ticker symbol, if any	TWM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 4.47  2. After Fund fees and expenses (i.e., net asset value): 3.52  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 74.29491866  2. After Fund fees and expenses (i.e., net asset value): 74.30167785   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	5,052.64999999
b. Aggregate brokerage commissions paid by Fund during the reporting period:	5,052.64999999

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	139,229,608.19999999
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,125,399,552.95000000
Principal Transactions Record: 3
i. Full name of dealer	UMB Financial Services, Inc.
ii. SEC file number	8-34999
iii. CRD number	000017073
iv. LEI, if any	254900GFVO9NGQ21JC37
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,394,503.46999999
Principal Transactions Record: 4
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	99,473,011.10999999
Principal Transactions Record: 5
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,419,166.75000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

1,412,915,842.48000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	123,703,464.28000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 3

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P Kensho Smart Factories ETF
b. Series identication number, if any	S000073417
c. LEI	549300GUHFMKDS1TUG22
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P Kensho Smart Factories ETF
ii. Class identification number, if any	C000230304
iii. Ticker symbol, if any	MAKX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.36  2. After Fund fees and expenses (i.e., net asset value): -0.26  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.23392642  2. After Fund fees and expenses (i.e., net asset value): 0.23735129   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	47,906.51000000
g. Provide the net income from securities lending activities	490.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Bank Leumi le-Israel B.M.
ii. LEI, if any	7JDSZWRGUQY2DSTWCR57
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	245.04000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	245.04000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	184.78000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

184.78000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,032,939.28000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 4

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort S&P500
b. Series identication number, if any	S000006832
c. LEI	1X5PN4N7IS336EIQEE06
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort S&P500
ii. Class identification number, if any	C000018470
iii. Ticker symbol, if any	SDS

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -11.16  2. After Fund fees and expenses (i.e., net asset value): -11.99  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 62.56837086  2. After Fund fees and expenses (i.e., net asset value): 62.57089913   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	13,019.65000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	13,019.65000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,655,317,694.89999960
Principal Transactions Record: 2
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	561,873,513.73000002
Principal Transactions Record: 3
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	171,859,529.53000000
Principal Transactions Record: 4
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	228,278,758.58000001
Principal Transactions Record: 5
i. Full name of dealer	UMB Financial Services, Inc.
ii. SEC file number	8-34999
iii. CRD number	000017073
iv. LEI, if any	254900GFVO9NGQ21JC37
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	222,720,137.50000000
Principal Transactions Record: 6
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	123,036,725.70000000
Principal Transactions Record: 7
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	866,774,096.88999999
Principal Transactions Record: 8
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	347,239,830.43000001
Principal Transactions Record: 9
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	417,917,537.00000000
Principal Transactions Record: 10
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	684,695,482.16999996

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

11,552,129,309.37999900

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,008,670,851.44000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 5

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort MSCI Japan
b. Series identication number, if any	S000018728
c. LEI	KZU4C19RPVWWUXE45Q21
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort MSCI Japan
ii. Class identification number, if any	C000051858
iii. Ticker symbol, if any	EWV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -14.31  2. After Fund fees and expenses (i.e., net asset value): -15.17  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 47.27715879  2. After Fund fees and expenses (i.e., net asset value): 47.27733519   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	32,450,952.12000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

32,450,952.12000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	6,376,150.04000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 6

Item C.1. Background information.

a. Full Name of the Fund	ProShares MSCI EAFE Dividend Growers ETF
b. Series identication number, if any	S000046273
c. LEI	549300OBHWKSYHFZ1343
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares MSCI EAFE Dividend Growers ETF
ii. Class identification number, if any	C000144590
iii. Ticker symbol, if any	EFAD

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.15  2. After Fund fees and expenses (i.e., net asset value): -0.36  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.15263163  2. After Fund fees and expenses (i.e., net asset value): 0.15169691   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,000,037.38000000
g. Provide the net income from securities lending activities	15,340.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Mizuho Bank, Ltd.
ii. LEI, if any	RB0PEZSDGCO3JS6CEU02
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	EUROCLEAR
ii. LEI, if any	549300OZ46BRLZ8Y6F65
iii. State, if applicable
iv. Foreign country, if applicable	IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	UniCredit Bank Austria AG
ii. LEI, if any	D1HEB8VEU6D9M8ZUXG17
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Euroclear
ii. LEI, if any	549300OZ46BRLZ8Y6F65
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	Bank Leumi le-Israel B.M.
ii. LEI, if any	7JDSZWRGUQY2DSTWCR57
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	Skandinaviska Enskilda Banken A/S
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	SEB FINLAND
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	DBS Bank Ltd
ii. LEI, if any	ATUEL7OJR5057F2PV266
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	CACEIS Bank Spain, S.A.U.
ii. LEI, if any	95980020140005970915
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9,677.27000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	9,677.27000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	8-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,981,039.07000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	11,636,408.32000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,936,504.98000000
Principal Transactions Record: 4
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,962,896.19000000
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,348,160.51000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

22,865,009.07000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	91,502,446.59000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 7

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P 500 Ex-Energy ETF
b. Series identication number, if any	S000050775
c. LEI	549300TNY0VNIXW5FJ64
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P 500 Ex-Energy ETF
ii. Class identification number, if any	C000160294
iii. Ticker symbol, if any	SPXE

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.01  2. After Fund fees and expenses (i.e., net asset value): -0.08  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.09259861  2. After Fund fees and expenses (i.e., net asset value): 0.09486833   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	14,201.29000000
g. Provide the net income from securities lending activities	150.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	21.99000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	257.47000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	279.46000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	13,650.27000000
Principal Transactions Record: 2
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,658,622.32000000
Principal Transactions Record: 3
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,398,581.73000000
Principal Transactions Record: 4
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	867.47000000
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,232,641.96000000
Principal Transactions Record: 6
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,157,244.34999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

16,461,608.10000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	28,047,016.38000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 8

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short MidCap400
b. Series identication number, if any	S000006829
c. LEI	7J4H8PLHWHA7W5UBMW09
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short MidCap400
ii. Class identification number, if any	C000018467
iii. Ticker symbol, if any	MYY

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 6.65  2. After Fund fees and expenses (i.e., net asset value): 5.66  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 45.91601314  2. After Fund fees and expenses (i.e., net asset value): 45.92006101   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	80.20000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	80.20000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	68,749,125.59000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

68,749,125.59000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	14,274,339.99000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 9

Item C.1. Background information.

a. Full Name of the Fund	ProShares High Yield-Interest Rate Hedged
b. Series identication number, if any	S000039732
c. LEI	549300FV6XUZGOJNSR91
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares High Yield-Interest Rate Hedged
ii. Class identification number, if any	C000123089
iii. Ticker symbol, if any	HYHG

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 2.42  2. After Fund fees and expenses (i.e., net asset value): 1.9  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 2.27689836  2. After Fund fees and expenses (i.e., net asset value): 2.27602540   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	4,101,670.35000000
g. Provide the net income from securities lending activities	36,296.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	1,611.12000000
Brokers Record: 2
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	14,169.79000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	15,780.91000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,932,229.55000000
Principal Transactions Record: 2
i. Full name of dealer	Jefferies LLC
ii. SEC file number	8-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,005,683.50000000
Principal Transactions Record: 3
i. Full name of dealer	Millennium Advisors, LLC
ii. SEC file number	8-68349
iii. CRD number	000151236
iv. LEI, if any	254900E1P6Z2XZYSA163
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,801,084.54000000
Principal Transactions Record: 4
i. Full name of dealer	SumRidge Partners LLC
ii. SEC file number	8-68454
iii. CRD number	000152437
iv. LEI, if any	529900ECMK8VI6Q1FG89
v. State, if applicable	NEW JERSEY
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	943,379.00000000
Principal Transactions Record: 5
i. Full name of dealer	Jane Street Execution Services, LLC
ii. SEC file number	8-69254
iii. CRD number	000167280
iv. LEI, if any	549300HXJLXCPDWAH070
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,314,027.01000000
Principal Transactions Record: 6
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	12,572,177.53999999
Principal Transactions Record: 7
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,465,741.17999999
Principal Transactions Record: 8
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	966,925.00000000
Principal Transactions Record: 9
i. Full name of dealer	MarketAxess Corporation
ii. SEC file number	8-50727
iii. CRD number	000044542
iv. LEI, if any	GPSMMRI21JE7ZCVYF972
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	16,144,750.76000000
Principal Transactions Record: 10
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	204,683,252.56000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

276,057,107.36000001

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	124,540,074.87000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 10

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P 500 Ex-Health Care ETF
b. Series identication number, if any	S000050777
c. LEI	5493001L2ZGJ40PRHY65
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P 500 Ex-Health Care ETF
ii. Class identification number, if any	C000160296
iii. Ticker symbol, if any	SPXV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.03  2. After Fund fees and expenses (i.e., net asset value): -0.06  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.09980060  2. After Fund fees and expenses (i.e., net asset value): 0.10060772   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	4,675.97000000
g. Provide the net income from securities lending activities	85.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4.53000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	96.46000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	100.99000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	UBS Securities LLC
ii. SEC file number	8-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,692,682.26000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	738,873.55000000
Principal Transactions Record: 3
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,278,966.34000000
Principal Transactions Record: 4
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,450,327.48000000
Principal Transactions Record: 5
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	29,438.55000000
Principal Transactions Record: 6
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	928.40000000
Principal Transactions Record: 7
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,527,437.09000000
Principal Transactions Record: 8
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,584,906.14000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

14,303,559.81000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	6,443,899.92000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 11

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Semiconductors
b. Series identication number, if any	S000014258
c. LEI	351GX2I741JNUHKXBZ58
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Semiconductors
ii. Class identification number, if any	C000038817
iii. Ticker symbol, if any	USD

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 4.03  2. After Fund fees and expenses (i.e., net asset value): 2.77  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 39.94810224  2. After Fund fees and expenses (i.e., net asset value): 39.95375466   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	246,372.77000000
g. Provide the net income from securities lending activities	6,152.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,356.85000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	18,557.25000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	22,914.10000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	18,544,059.60000000
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	51,172,702.10999999
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	679,299,314.38999999
Principal Transactions Record: 4
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	37,480,925.92000000
Principal Transactions Record: 5
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,622,734.14000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

802,119,736.16000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	173,042,078.71000001
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 12

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Real Estate
b. Series identication number, if any	S000014306
c. LEI	NT0VSQZIS8VW06MG4289
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Real Estate
ii. Class identification number, if any	C000038865
iii. Ticker symbol, if any	SRS

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 42.75  2. After Fund fees and expenses (i.e., net asset value): 41.53  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 72.85838664  2. After Fund fees and expenses (i.e., net asset value): 72.86237791   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	325,038,583.13999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

325,038,583.14000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	57,395,658.43999999
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 13

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Consumer Staples
b. Series identication number, if any	S000014250
c. LEI	1M6RW6Q5D0LPJ2MSS486
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Consumer Staples
ii. Class identification number, if any	C000038809
iii. Ticker symbol, if any	UGE

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -20.80  2. After Fund fees and expenses (i.e., net asset value): -21.55  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 29.98131207  2. After Fund fees and expenses (i.e., net asset value): 29.98134993   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	21,966.14000000
g. Provide the net income from securities lending activities	1,461.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	857.60000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	240.28000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	1,097.88000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	21,564,118.46000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	492,022.56000000
Principal Transactions Record: 3
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,511,057.74000000
Principal Transactions Record: 4
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	878.05000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

27,568,076.81000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	7,579,870.36000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 14

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Real Estate
b. Series identication number, if any	S000014257
c. LEI	YRKWC4M5QHXPXFYQ4650
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	Proshares Ultra Real Estate
ii. Class identification number, if any	C000038816
iii. Ticker symbol, if any	URE

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -19.57  2. After Fund fees and expenses (i.e., net asset value): -20.19  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 23.60260115  2. After Fund fees and expenses (i.e., net asset value): 23.60415371   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	445,146.13000000
g. Provide the net income from securities lending activities	648.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,359.77000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	151.37000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	7,511.14000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9.77000000
Principal Transactions Record: 2
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	19.00000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,082,974.14000000
Principal Transactions Record: 4
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	13,389,344.44999999
Principal Transactions Record: 5
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	188,779,779.72000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

204,252,127.08000001

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	75,839,613.07999999
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 15

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra 7-10 Year Treasury
b. Series identication number, if any	S000027192
c. LEI	69FVKV7C7KHD1L0XZB62
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra 7-10 Year Treasury
ii. Class identification number, if any	C000082080
iii. Ticker symbol, if any	UST

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -7.49  2. After Fund fees and expenses (i.e., net asset value): -8.34  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 10.84021291  2. After Fund fees and expenses (i.e., net asset value): 10.84014242   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	34.03000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	34.03000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	143,063,424.88000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

143,063,424.88000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	13,489,324.83000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 16

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P MidCap 400 Dividend Aristocrats ETF
b. Series identication number, if any	S000047884
c. LEI	549300VCJLJM17R2FP84
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P MidCap 400 Dividend Aristocrats ETF
ii. Class identification number, if any	C000150377
iii. Ticker symbol, if any	REGL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.05  2. After Fund fees and expenses (i.e., net asset value): -0.33  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.08185109  2. After Fund fees and expenses (i.e., net asset value): 0.07929470   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,920,186.41000000
g. Provide the net income from securities lending activities	3,133.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	46,487.69000000
Brokers Record: 2
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9,114.41000000
Brokers Record: 3
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	41,338.23000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	96,940.33000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	96,098,585.99000000
Principal Transactions Record: 2
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	37,909,384.23000000
Principal Transactions Record: 3
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	270,959,618.36000000
Principal Transactions Record: 4
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,067,662.99000000
Principal Transactions Record: 5
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	264,348,460.30000000
Principal Transactions Record: 6
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	151,295,059.48000000
Principal Transactions Record: 7
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	378,508,230.49000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

1,201,187,001.84000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,417,285,632.01000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 17

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort 7-10 Year Treasury
b. Series identication number, if any	S000018732
c. LEI	0PVI6JVXQCFJKOBIKO48
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort 7-10 Year Treasury
ii. Class identification number, if any	C000051862
iii. Ticker symbol, if any	PST

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 15.25  2. After Fund fees and expenses (i.e., net asset value): 10.40  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 31.41072135  2. After Fund fees and expenses (i.e., net asset value): 31.40278263   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	112.61000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	112.61000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	368,940,387.06999999
Principal Transactions Record: 2
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,898,611.10999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

393,838,998.18000001

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	67,095,686.47000001
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 18

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro Dow30
b. Series identication number, if any	S000024918
c. LEI	L3Y0M1NGO52I2PZ6P085
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro Dow30
ii. Class identification number, if any	C000074108
iii. Ticker symbol, if any	UDOW

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -13.37  2. After Fund fees and expenses (i.e., net asset value): -14.22  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 34.90391283  2. After Fund fees and expenses (i.e., net asset value): 34.90386500   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	145,024.35999999
g. Provide the net income from securities lending activities	5,976.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,997.06000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	64,277.65000000
Brokers Record: 3
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	18,950.25000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	92,224.96000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,579,591,141.94000000
Principal Transactions Record: 2
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	83,370,969.27000000
Principal Transactions Record: 3
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	277,239,348.97000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	226,101,780.90000000
Principal Transactions Record: 5
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	27,023,448.10000000
Principal Transactions Record: 6
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	594,189,691.24000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

2,787,516,380.42000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	621,043,810.70000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 19

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro Short 20+ Year Treasury
b. Series identication number, if any	S000024917
c. LEI	Z0SKYMVDUZNKXP7CCC49
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro Short 20+ Year Treasury
ii. Class identification number, if any	C000074107
iii. Ticker symbol, if any	TTT

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 28.44  2. After Fund fees and expenses (i.e., net asset value): 27.32  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 77.93783184  2. After Fund fees and expenses (i.e., net asset value): 77.94071166   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,709.24000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	7,709.24000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	39,879,533.32999999
Principal Transactions Record: 2
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	315,658,826.18000001
Principal Transactions Record: 3
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	219,564,336.06000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,054,183,333.90999980
Principal Transactions Record: 5
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	99,922,812.50000000
Principal Transactions Record: 6
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	74,733,708.32999999
Principal Transactions Record: 7
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	214,213,854.16999999
Principal Transactions Record: 8
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,601,143.39999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

4,042,757,547.88000010

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	378,406,076.43000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 20

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Nasdaq Cloud Computing
b. Series identication number, if any	S000070720
c. LEI	549300M1LSU3OHT2VE23
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Nasdaq Cloud Computing
ii. Class identification number, if any	C000224815
iii. Ticker symbol, if any	SKYU

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -16.3  2. After Fund fees and expenses (i.e., net asset value): -17.13  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 38.20675536  2. After Fund fees and expenses (i.e., net asset value): 38.20729710   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	11,412.56000000
g. Provide the net income from securities lending activities	55.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	244.31000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	23.96000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	268.27000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,614,163.38999999
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,510,262.20000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,578,819.07000000
Principal Transactions Record: 4
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	161.90000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

7,703,406.55999999

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,586,529.77000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 21

Item C.1. Background information.

a. Full Name of the Fund	ProShares Supply Chain Logistics ETF
b. Series identication number, if any	S000075630
c. LEI	5493003OUX1USAS4J011
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Supply Chain Logistics ETF
ii. Class identification number, if any	C000234857
iii. Ticker symbol, if any	SUPL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.49  2. After Fund fees and expenses (i.e., net asset value): -0.07  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 1.18069630  2. After Fund fees and expenses (i.e., net asset value): 1.18639203   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	33,579.21000000
g. Provide the net income from securities lending activities	165.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	153.59000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	153.59000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	57.03000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

57.03000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,819,740.65000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 22

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Industrials
b. Series identication number, if any	S000014254
c. LEI	OGTGSEPIVKMSM78CHD88
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Industrials
ii. Class identification number, if any	C000038813
iii. Ticker symbol, if any	UXI

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -13.43  2. After Fund fees and expenses (i.e., net asset value): -14.29  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 23.41652240  2. After Fund fees and expenses (i.e., net asset value): 23.41622720   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	33,769.65000000
g. Provide the net income from securities lending activities	808.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,008.60000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	480.16000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	2,488.76000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,976,672.25000000
Principal Transactions Record: 2
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	421.58000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	578,313.28000000
Principal Transactions Record: 4
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,968,641.82000000
Principal Transactions Record: 5
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	37,756,959.39000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

48,281,008.32000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	16,424,822.76000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 23

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra MSCI Brazil Capped
b. Series identication number, if any	S000028919
c. LEI	GTCVAZ1J0WWQQV5M4K81
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra MSCI Brazil Capped
ii. Class identification number, if any	C000088638
iii. Ticker symbol, if any	UBR

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -21.61  2. After Fund fees and expenses (i.e., net asset value): -22.28  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 41.33666821  2. After Fund fees and expenses (i.e., net asset value): 41.33607570   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	29,585,443.50000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

29,585,443.50000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	5,008,772.04000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 24

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro Short Russell2000
b. Series identication number, if any	S000024913
c. LEI	W7KXLPGRRLQIN28WC263
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro Short Russell2000
ii. Class identification number, if any	C000074103
iii. Ticker symbol, if any	SRTY

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -5.47  2. After Fund fees and expenses (i.e., net asset value): -6.34  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 99.07459843  2. After Fund fees and expenses (i.e., net asset value): 99.06832497   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	13,516.50000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	13,516.50000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,894,370.48999999
Principal Transactions Record: 2
i. Full name of dealer	UMB Financial Services, Inc.
ii. SEC file number	8-34999
iii. CRD number	000017073
iv. LEI, if any	254900GFVO9NGQ21JC37
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,394,503.46999999
Principal Transactions Record: 3
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,155,569.39000000
Principal Transactions Record: 4
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,541,492.71000000
Principal Transactions Record: 5
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,822,472.21999999
Principal Transactions Record: 6
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,202,286.81000000
Principal Transactions Record: 7
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,570,860,029.96000000
Principal Transactions Record: 8
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	69,879,221.56999999
Principal Transactions Record: 9
i. Full name of dealer	Jefferies LLC
ii. SEC file number	8-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	618,789.96000000
Principal Transactions Record: 10
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	29,875,052.50000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

1,848,243,789.08000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	186,752,511.21000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 25

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra QQQ
b. Series identication number, if any	S000006827
c. LEI	BB4MTKSM4GAKW287HJ60
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra QQQ
ii. Class identification number, if any	C000018465
iii. Ticker symbol, if any	QLD

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.65  2. After Fund fees and expenses (i.e., net asset value): -0.43  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 27.21099907  2. After Fund fees and expenses (i.e., net asset value): 27.20175983   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	58,277,278.43999999
g. Provide the net income from securities lending activities	1,052,265.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	13,392.37000000
Brokers Record: 2
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,174.46000000
Brokers Record: 3
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	49,049.83000000
Brokers Record: 4
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	286,183.07000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	350,799.73000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	299,217,779.11000001
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9,879,282,061.77000050
Principal Transactions Record: 3
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	173,908,055.50000000
Principal Transactions Record: 4
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	493,450,786.30000001
Principal Transactions Record: 5
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	792,844,547.22000003
Principal Transactions Record: 6
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	497,388,484.72000003
Principal Transactions Record: 7
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	245,625,120.15000001
Principal Transactions Record: 8
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,087,850,479.22000000
Principal Transactions Record: 9
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,944,291,219.96999980
Principal Transactions Record: 10
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	258,890,574.59000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

18,409,646,903.63999900

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	3,320,805,232.23000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 26

Item C.1. Background information.

a. Full Name of the Fund	ProShares Russell 2000 Dividend Growers ETF
b. Series identication number, if any	S000047885
c. LEI	549300MVQ2FQVKTSHR36
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Russell 2000 Dividend Growers ETF
ii. Class identification number, if any	C000150378
iii. Ticker symbol, if any	SMDV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.05  2. After Fund fees and expenses (i.e., net asset value): -0.32  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.09492291  2. After Fund fees and expenses (i.e., net asset value): 0.09324175   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	11,522,646.40000000
g. Provide the net income from securities lending activities	21,708.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	57,499.22000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	192.47000000
Brokers Record: 3
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,160.03000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	65,851.72000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	122,604,318.34999999
Principal Transactions Record: 2
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	157,176,833.22999999
Principal Transactions Record: 3
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	45,693,116.26000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	16,715,869.85999999
Principal Transactions Record: 5
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,990,416.47000000
Principal Transactions Record: 6
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,152,047.79999999
Principal Transactions Record: 7
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	602,142.28000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

357,934,744.25000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	825,177,267.49000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 27

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra 20+ Year Treasury
b. Series identication number, if any	S000027193
c. LEI	O4SM0OE1AXZJ6OR80Y45
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra 20+ Year Treasury
ii. Class identification number, if any	C000082081
iii. Ticker symbol, if any	UBT

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -14.17  2. After Fund fees and expenses (i.e., net asset value): -14.90  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 20.73494087  2. After Fund fees and expenses (i.e., net asset value): 20.73629209   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	205.31000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	205.31000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	334,633,215.14999998

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

334,633,215.14999998

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	46,185,521.99000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 28

Item C.1. Background information.

a. Full Name of the Fund	ProShares Large Cap Core Plus
b. Series identication number, if any	S000020962
c. LEI	37E0KTDC3GUWOZOYE729
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Large Cap Core Plus
ii. Class identification number, if any	C000059344
iii. Ticker symbol, if any	CSM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.27  2. After Fund fees and expenses (i.e., net asset value): -0.71  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.26113604  2. After Fund fees and expenses (i.e., net asset value): 0.26389060   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,826,887.60000000
g. Provide the net income from securities lending activities	10,203.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	36,608.00000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	16,314.85000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	52,922.85000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	168,995,566.62000000
Principal Transactions Record: 2
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	40.40000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	35,212,996.92000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,183,941.84000000
Principal Transactions Record: 5
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49.15000000
Principal Transactions Record: 6
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,967,205.21000000
Principal Transactions Record: 7
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	56,571,280.21000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

271,931,080.35000002

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	432,549,732.23000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 29

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P 500 Dividend Aristocrats ETF
b. Series identication number, if any	S000042349
c. LEI	549300VFVCIPWC83R162
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P 500 Dividend Aristocrats ETF
ii. Class identification number, if any	C000131287
iii. Ticker symbol, if any	NOBL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.04  2. After Fund fees and expenses (i.e., net asset value): -0.31  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.07837493  2. After Fund fees and expenses (i.e., net asset value): 0.07788540   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	3,075,067.91000000
g. Provide the net income from securities lending activities	356,658.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,724.07000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	312,563.48000000
Brokers Record: 3
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	247,668.68000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	563,956.23000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	673,956,300.63999999
Principal Transactions Record: 2
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	27,226,890.30000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	76,988,564.12000000
Principal Transactions Record: 4
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	102,242,539.48000000
Principal Transactions Record: 5
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	389,499,726.57999998
Principal Transactions Record: 6
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	891,076,517.29000000
Principal Transactions Record: 7
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	386,331,993.17000002
Principal Transactions Record: 8
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	48,369,571.78000000
Principal Transactions Record: 9
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	224,387,440.63000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

2,820,079,543.99000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	10,634,449,737.54000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 30

Item C.1. Background information.

a. Full Name of the Fund	ProShares Merger ETF
b. Series identication number, if any	S000037318
c. LEI	5493004THPTEQ37G4572
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Merger ETF
ii. Class identification number, if any	C000115055
iii. Ticker symbol, if any	MRGR

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.24  2. After Fund fees and expenses (i.e., net asset value): -0.96  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.69158747  2. After Fund fees and expenses (i.e., net asset value): 0.69090621   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	FirstRand Bank Limited
ii. LEI, if any	ZAYQDKTCATIXF9OQY690
iii. State, if applicable
iv. Foreign country, if applicable	SOUTH AFRICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Royal Bank of Canada
ii. LEI, if any	ES7IP3U3RHIGC71XBU11
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	DBS Bank Ltd
ii. LEI, if any	ATUEL7OJR5057F2PV266
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	SEB FINLAND
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	CACEIS Bank Spain, S.A.U.
ii. LEI, if any	95980020140005970915
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Skandinaviska Enskilda Banken A/S
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	Mizuho Bank, Ltd.
ii. LEI, if any	RB0PEZSDGCO3JS6CEU02
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	UniCredit Bank Austria AG
ii. LEI, if any	D1HEB8VEU6D9M8ZUXG17
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	Euroclear
ii. LEI, if any	549300OZ46BRLZ8Y6F65
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9,276.74000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	9,276.74000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	8-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,962,897.45000000
Principal Transactions Record: 2
i. Full name of dealer	Jane Street Capital, LLC
ii. SEC file number	8-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,957,151.06000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,193,365.11000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	115,865,043.34000000
Principal Transactions Record: 5
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	99,843.61000000
Principal Transactions Record: 6
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	50,065.64000000
Principal Transactions Record: 7
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,379,719.06999999
Principal Transactions Record: 8
i. Full name of dealer	UBS Securities LLC
ii. SEC file number	8-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	42,184,466.39999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

167,692,551.68000001

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	27,435,615.32999999
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 31

Item C.1. Background information.

a. Full Name of the Fund	ProShares Smart Materials ETF
b. Series identication number, if any	S000073416
c. LEI	5493002YSY5PL4HENM62
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Smart Materials ETF
ii. Class identification number, if any	C000230303
iii. Ticker symbol, if any	TINT

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.38  2. After Fund fees and expenses (i.e., net asset value): -0.14  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 1.17621400  2. After Fund fees and expenses (i.e., net asset value): 1.17576459   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	28,610.92000000
g. Provide the net income from securities lending activities	2,355.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	DBS Bank Ltd
ii. LEI, if any	ATUEL7OJR5057F2PV266
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	Standard Chartered Bank Korea Limited
ii. LEI, if any	NUXTG47HHHM1K2L0SG39
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Mizuho Bank, Ltd.
ii. LEI, if any	RB0PEZSDGCO3JS6CEU02
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Royal Bank of Canada
ii. LEI, if any	ES7IP3U3RHIGC71XBU11
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	365.95000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	365.95000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	35.84000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

35.84000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,539,153.37000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 32

Item C.1. Background information.

a. Full Name of the Fund	ProShares MSCI Transformational Changes ETF
b. Series identication number, if any	S000069834
c. LEI	549300T6OZWBESPF1K65
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares MSCI Transformational Changes ETF
ii. Class identification number, if any	C000222595
iii. Ticker symbol, if any	ANEW

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.42  2. After Fund fees and expenses (i.e., net asset value): -0.04  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.80764919  2. After Fund fees and expenses (i.e., net asset value): 0.81387030   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	J.P. Morgan Saudi Arabia Company
ii. LEI, if any	549300HST49806XTCK29
iii. State, if applicable
iv. Foreign country, if applicable	SAUDI ARABIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	INDIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	PT Bank HSBC Indonesia
ii. LEI, if any	213800HW5IDIRLWH1203
iii. State, if applicable
iv. Foreign country, if applicable	INDONESIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Standard Chartered Bank Korea Limited
ii. LEI, if any	NUXTG47HHHM1K2L0SG39
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Royal Bank of Canada
ii. LEI, if any	ES7IP3U3RHIGC71XBU11
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	DBS Bank Ltd
ii. LEI, if any	ATUEL7OJR5057F2PV266
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	Standard Chartered Bank (Thai) Public Company Limited
ii. LEI, if any	549300O1LQYCQ7G1IM57
iii. State, if applicable
iv. Foreign country, if applicable	THAILAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	TAIWAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Skandinaviska Enskilda Banken A/S
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	EUROCLEAR
ii. LEI, if any	549300OZ46BRLZ8Y6F65
iii. State, if applicable
iv. Foreign country, if applicable	IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	Clearstream
ii. LEI, if any	549300OL514RA0SXJJ44
iii. State, if applicable
iv. Foreign country, if applicable	LUXEMBOURG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	Mizuho Bank, Ltd.
ii. LEI, if any	RB0PEZSDGCO3JS6CEU02
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,713.20000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	2,713.20000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,064,476.20000000
Principal Transactions Record: 2
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,055,146.51999999
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	16,774,330.76000000
Principal Transactions Record: 4
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,767.98000000
Principal Transactions Record: 5
i. Full name of dealer	Jane Street Capital, LLC
ii. SEC file number	8-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	697,083.90000000
Principal Transactions Record: 6
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	8-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,926,508.42000000
Principal Transactions Record: 7
i. Full name of dealer	Euroclear Bank
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	549300OZ46BRLZ8Y6F65
v. State, if applicable
vi. Foreign country, if applicable	BELGIUM
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	127,799.12000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

26,648,112.90000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	19,227,484.63000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 33

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Russell2000
b. Series identication number, if any	S000014248
c. LEI	9PQYJGVJO8FNJLFCK011
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Russell2000
ii. Class identification number, if any	C000038807
iii. Ticker symbol, if any	UWM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -14.05  2. After Fund fees and expenses (i.e., net asset value): -14.83  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 24.78090121  2. After Fund fees and expenses (i.e., net asset value): 24.77339493   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	4,184,547.93000000
g. Provide the net income from securities lending activities	165,795.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,200.88000000
Brokers Record: 2
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,519.75000000
Brokers Record: 3
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	16,331.72000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	25,052.35000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	29,138.28000000
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	10,683,107.32000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,147,413.68000000
Principal Transactions Record: 4
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,807,064.82000000
Principal Transactions Record: 5
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	680,372,826.62000000
Principal Transactions Record: 6
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,047,437.56000000
Principal Transactions Record: 7
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24.60000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

704,087,012.91999996

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	148,308,564.51000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 34

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro QQQ
b. Series identication number, if any	S000024908
c. LEI	03026FQTQRJ0JSTBI779
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro QQQ
ii. Class identification number, if any	C000074098
iii. Ticker symbol, if any	TQQQ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -6.55  2. After Fund fees and expenses (i.e., net asset value): -7.50  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 54.54863408  2. After Fund fees and expenses (i.e., net asset value): 54.54864794   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	138,903,488.18000000
g. Provide the net income from securities lending activities	2,820,186.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,325,785.06000000
Brokers Record: 2
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	241,973.21000000
Brokers Record: 3
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	6,312.08000000
Brokers Record: 4
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	765,246.08000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	3,339,316.43000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,306,222,285.19000010
Principal Transactions Record: 2
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,273,178,718.06999970
Principal Transactions Record: 3
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,062,387,164.40001010
Principal Transactions Record: 4
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,069,250,108.65001960
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	28,392,728,562.88990000
Principal Transactions Record: 6
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,161,539,566.13000010
Principal Transactions Record: 7
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	14,185,463,261.49000000
Principal Transactions Record: 8
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,033,410,199.80999990
Principal Transactions Record: 9
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	66,788,655,862.19000200
Principal Transactions Record: 10
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,032,952,227.02000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

142,244,315,183.20001000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	12,409,514,713.07000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 35

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort FTSE Europe
b. Series identication number, if any	S000022292
c. LEI	I5P8CWQ9REYR8K9HN560
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort FTSE Europe
ii. Class identification number, if any	C000063930
iii. Ticker symbol, if any	EPV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -21.35  2. After Fund fees and expenses (i.e., net asset value): -22.13  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 63.62479719  2. After Fund fees and expenses (i.e., net asset value): 63.62536968   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	571,035,812.67999995

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

571,035,812.67999995

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	102,358,782.40000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 36

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort MidCap400
b. Series identication number, if any	S000006822
c. LEI	0OXEXR3RP7GYKFC5IO85
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort MidCap400
ii. Class identification number, if any	C000018460
iii. Ticker symbol, if any	MZZ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 1.37  2. After Fund fees and expenses (i.e., net asset value): 0.43  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 68.89002188  2. After Fund fees and expenses (i.e., net asset value): 68.89154753   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	20.60000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	20.60000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,735,495.74000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

15,735,495.74000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	2,948,878.42000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 37

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Energy
b. Series identication number, if any	S000014255
c. LEI	TDJO5587152SHBGDDZ44
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Energy
ii. Class identification number, if any	C000038814
iii. Ticker symbol, if any	DIG

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -18.82  2. After Fund fees and expenses (i.e., net asset value): -19.51  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 32.44919960  2. After Fund fees and expenses (i.e., net asset value): 32.44430793   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	501,755.71000000
g. Provide the net income from securities lending activities	1,269.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	13,758.14000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	5,848.37000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	19,606.51000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	372,751,434.25999999
Principal Transactions Record: 2
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	60,609,343.68000000
Principal Transactions Record: 3
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,420,139.36000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,480,074.96000000
Principal Transactions Record: 5
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	13,906,431.14000000
Principal Transactions Record: 6
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,979,754.13000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

504,147,177.53000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	151,238,738.74000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 38

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra MSCI EAFE
b. Series identication number, if any	S000022302
c. LEI	DNBQXQ8DQYLHXB1XYT46
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra MSCI EAFE
ii. Class identification number, if any	C000063940
iii. Ticker symbol, if any	EFO

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -6.68  2. After Fund fees and expenses (i.e., net asset value): -7.6  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 28.85676497  2. After Fund fees and expenses (i.e., net asset value): 28.85536407   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	41,472,903.85999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

41,472,903.85999999

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	9,041,024.56000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 39

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra MSCI Emerging Markets
b. Series identication number, if any	S000022303
c. LEI	FODQHN5VAHVQHJ7VUE83
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra MSCI Emerging Markets
ii. Class identification number, if any	C000063941
iii. Ticker symbol, if any	EET

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -15.77  2. After Fund fees and expenses (i.e., net asset value): -16.52  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 32.09525853  2. After Fund fees and expenses (i.e., net asset value): 32.09829370   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	121,839,838.75000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

121,839,838.75000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	19,834,703.13000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 40

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short 7-10 Year Treasury
b. Series identication number, if any	S000018720
c. LEI	ASRYSFYKVTZZ4UGDCQ51
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short 7-10 Year Treasury
ii. Class identification number, if any	C000051850
iii. Ticker symbol, if any	TBX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 10.89  2. After Fund fees and expenses (i.e., net asset value): 9.88  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 20.91550996  2. After Fund fees and expenses (i.e., net asset value): 20.91565677   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	208.67000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	208.67000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BMO Capital Markets Corp.
ii. SEC file number	8-34344
iii. CRD number	000016686
iv. LEI, if any	RUC0QBLBRPRCU4W1NE59
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,255,111.10999999
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	885,431,926.13999999
Principal Transactions Record: 3
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,918,454.85999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

959,605,492.11000001

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	113,509,875.87000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 41

Item C.1. Background information.

a. Full Name of the Fund	ProShares Inflation Expectations ETF
b. Series identication number, if any	S000035008
c. LEI	R3XNF7PTC3C8WDXTVN76
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Inflation Expectations ETF
ii. Class identification number, if any	C000107655
iii. Ticker symbol, if any	RINF

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 4.8  2. After Fund fees and expenses (i.e., net asset value): 4.5  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.34364811  2. After Fund fees and expenses (i.e., net asset value): 0.34385789   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	346,669,261.49000001

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

346,669,261.49000001

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	60,293,104.05000001
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 42

Item C.1. Background information.

a. Full Name of the Fund	ProShares K-1 Free Crude Oil Strategy ETF
b. Series identication number, if any	S000054590
c. LEI	549300FKX6EV0GS5PS44
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares K-1 Free Crude Oil Strategy ETF
ii. Class identification number, if any	C000171471
iii. Ticker symbol, if any	OILK

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?	Yes No
b. If yes, provide the following information:
Foreign Investments Record: 1
Full name of subsidiary	Cayman Crude Oil Strategy Portfolio
LEI of subsidiary, if any	N/A

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	14,743.64000000
Brokers Record: 2
i. Full name of broker	E D & F MAN CAPITAL MARKETS MENA LIMITED
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	213800IMF4KCA5TUVM88
v. State, if applicable
vi. Foreign country, if applicable	UNITED ARAB EMIRATES
vii. Gross commissions paid by the Fund for the reporting period	13,945.68000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	28,689.32000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	157,304,187.90000001

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

157,304,187.90000001

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	93,752,897.84000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 43

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Health Care
b. Series identication number, if any	S000014253
c. LEI	XMUK3X5V9HUTXR1NFE09
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Health Care
ii. Class identification number, if any	C000038812
iii. Ticker symbol, if any	RXL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -8.20  2. After Fund fees and expenses (i.e., net asset value): -9.05  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 17.17353317  2. After Fund fees and expenses (i.e., net asset value): 17.17541301   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	410,381.74000000
g. Provide the net income from securities lending activities	747.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1.37000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	6,542.18000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	6,543.55000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	208,089,256.53999999
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	30,699,414.42000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,051,673.12000000
Principal Transactions Record: 4
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	130.36000000
Principal Transactions Record: 5
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,701,782.16000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

269,542,256.60000002

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	96,370,875.64000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 44

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P Global Core Battery Metals ETF
b. Series identication number, if any	S000078011
c. LEI	549300W9OSPNV8CVI013
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P Global Core Battery Metals ETF
ii. Class identification number, if any	C000238747
iii. Ticker symbol, if any	ION

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.04  2. After Fund fees and expenses (i.e., net asset value): -0.23  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 1.713851135  2. After Fund fees and expenses (i.e., net asset value): 1.714720183   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,377.94000000
g. Provide the net income from securities lending activities	9.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,902.72000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	1,902.72000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	858,547.88000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

858,547.88000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	3,501,220.26000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 45

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Technology
b. Series identication number, if any	S000014308
c. LEI	1HZ2QLWEZGI7735DTS61
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Technology
ii. Class identification number, if any	C000038867
iii. Ticker symbol, if any	REW

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -56.91  2. After Fund fees and expenses (i.e., net asset value): -57.51  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 89.06937494  2. After Fund fees and expenses (i.e., net asset value): 89.07252135   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	117,394,179.16000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

117,394,179.16000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	10,117,273.18000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 46

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Dow30
b. Series identication number, if any	S000006826
c. LEI	7N3EJP31CN65H4G3UK92
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Dow30
ii. Class identification number, if any	C000018464
iii. Ticker symbol, if any	DDM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -5.40  2. After Fund fees and expenses (i.e., net asset value): -6.31  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 17.44986745  2. After Fund fees and expenses (i.e., net asset value): 17.44792064   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	781,985.28000000
g. Provide the net income from securities lending activities	10,188.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,831.84000000
Brokers Record: 2
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	6,921.40000000
Brokers Record: 3
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	16,454.21000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	27,207.45000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	675,801,545.67999995
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	68,722,012.65999999
Principal Transactions Record: 3
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	88,955,336.67000000
Principal Transactions Record: 4
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,591,512.04999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

840,070,407.05999994

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	352,908,416.02000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 47

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Nasdaq Biotechnology
b. Series identication number, if any	S000018718
c. LEI	SL5GC2XPBUL7EXVSNF27
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Nasdaq Biotechnology
ii. Class identification number, if any	C000051848
iii. Ticker symbol, if any	BIB

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.89  2. After Fund fees and expenses (i.e., net asset value): -1.94  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 23.91443377  2. After Fund fees and expenses (i.e., net asset value): 23.91715461   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,150,309.42000000
g. Provide the net income from securities lending activities	53,276.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,226.99000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,473.92000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	5,700.91000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,571,360.83000000
Principal Transactions Record: 2
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,128.46000000
Principal Transactions Record: 3
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	19,747,898.84000000
Principal Transactions Record: 4
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,060.03000000
Principal Transactions Record: 5
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	230,449,030.02000000
Principal Transactions Record: 6
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,934,433.99000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

265,706,912.17000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	101,603,571.46000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 48

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra S&P500
b. Series identication number, if any	S000006821
c. LEI	UT59PM4NN1V3JAKZPS19
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra S&P500
ii. Class identification number, if any	C000018459
iii. Ticker symbol, if any	SSO

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -5.93  2. After Fund fees and expenses (i.e., net asset value): -6.81  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 20.86896319  2. After Fund fees and expenses (i.e., net asset value): 20.87159821   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	39,481,240.65999999
g. Provide the net income from securities lending activities	293,948.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	11,428.08000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	182,967.44000000
Brokers Record: 3
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,684.90000000
Brokers Record: 4
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	40,938.15000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	237,018.57000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,802,556,703.71000000
Principal Transactions Record: 2
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	898,434,162.19000000
Principal Transactions Record: 3
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	245,684,791.46000001
Principal Transactions Record: 4
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	322,713,659.70999998
Principal Transactions Record: 5
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	567,765,268.04999995
Principal Transactions Record: 6
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	964,485,106.84000000
Principal Transactions Record: 7
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	168,704,031.52000001
Principal Transactions Record: 8
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,374,030,857.79000000
Principal Transactions Record: 9
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	168,016,388.72000000
Principal Transactions Record: 10
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,911,929,950.72000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

17,748,068,588.08000200

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	3,132,962,325.09000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 49

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra High Yield
b. Series identication number, if any	S000031635
c. LEI	H62TZPTGJYN1WPUZQP47
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra High Yield
ii. Class identification number, if any	C000098413
iii. Ticker symbol, if any	UJB

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -6.17  2. After Fund fees and expenses (i.e., net asset value): -7.07  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 17.69396266  2. After Fund fees and expenses (i.e., net asset value): 17.68857968   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	189,238,769.13999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

189,238,769.13999999

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	10,391,003.38000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 50

Item C.1. Background information.

a. Full Name of the Fund	ProShares Big Data Refiners ETF
b. Series identication number, if any	S000073423
c. LEI	549300TWVJSNY7YRKI45
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Big Data Refiners ETF
ii. Class identification number, if any	C000230310
iii. Ticker symbol, if any	DAT

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.44  2. After Fund fees and expenses (i.e., net asset value): -0.2  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 1.06665482  2. After Fund fees and expenses (i.e., net asset value): 1.06249308   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	79,659.90000000
g. Provide the net income from securities lending activities	6,515.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Royal Bank of Canada
ii. LEI, if any	ES7IP3U3RHIGC71XBU11
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Standard Chartered Bank (Thai) Public Company Limited
ii. LEI, if any	549300O1LQYCQ7G1IM57
iii. State, if applicable
iv. Foreign country, if applicable	THAILAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	Bank Leumi le-Israel B.M.
ii. LEI, if any	7JDSZWRGUQY2DSTWCR57
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Bank Handlowy w. Warszawie S.A.
ii. LEI, if any	XLEZHWWOI4HFQDGL4793
iii. State, if applicable
iv. Foreign country, if applicable	POLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Mizuho Bank, Ltd.
ii. LEI, if any	RB0PEZSDGCO3JS6CEU02
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	INDIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	231.43000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	231.43000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	611,806.60000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

611,806.60000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,969,714.85000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 51

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short High Yield
b. Series identication number, if any	S000018723
c. LEI	W4E5OYBUX8BV1ZKG2H85
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short High Yield
ii. Class identification number, if any	C000051853
iii. Ticker symbol, if any	SJB

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 4.22  2. After Fund fees and expenses (i.e., net asset value): 3.24  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 20.04657203  2. After Fund fees and expenses (i.e., net asset value): 20.05083349   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	193,452,974.94000000
Principal Transactions Record: 2
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	74,733,708.32999999
Principal Transactions Record: 3
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	97,722,993.32999999
Principal Transactions Record: 4
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,817,883.34000000
Principal Transactions Record: 5
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,881,279,453.03000000
Principal Transactions Record: 6
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	48,907,986.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

2,345,914,998.97000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	317,699,942.33000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 52

Item C.1. Background information.

a. Full Name of the Fund	ProShares Decline of the Retail Store ETF
b. Series identication number, if any	S000059653
c. LEI	5493002U6CHMD65I8F67
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Decline of the Retail Store ETF
ii. Class identification number, if any	C000195295
iii. Ticker symbol, if any	EMTY

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 11.34  2. After Fund fees and expenses (i.e., net asset value): 10.66  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 49.38853550  2. After Fund fees and expenses (i.e., net asset value): 49.38815505   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	89,658,319.06000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

89,658,319.06000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	15,831,075.56000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 53

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short Real Estate
b. Series identication number, if any	S000014282
c. LEI	OO8MK7CY8LDH7ZASHT92
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short Real Estate
ii. Class identification number, if any	C000038841
iii. Ticker symbol, if any	REK

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 33.80  2. After Fund fees and expenses (i.e., net asset value): 32.68  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 48.74116597  2. After Fund fees and expenses (i.e., net asset value): 48.74508191   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	305,594,670.20999998

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

305,594,670.20999998

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	49,285,908.11000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 54

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort 20+ Year Treasury
b. Series identication number, if any	S000018733
c. LEI	PQTQB8I6TMT6W5YFAJ57
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort 20+ Year Treasury
ii. Class identification number, if any	C000051863
iii. Ticker symbol, if any	TBT

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 28.00  2. After Fund fees and expenses (i.e., net asset value): 20.77  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 58.33752370  2. After Fund fees and expenses (i.e., net asset value): 58.33983182   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	14,111.11000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	14,111.11000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	73,866,091.25000000
Principal Transactions Record: 2
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	791,633,688.88999999
Principal Transactions Record: 3
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	76,513,959.42000000
Principal Transactions Record: 4
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	195,869,010.22000000
Principal Transactions Record: 5
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	198,444,198.27000001
Principal Transactions Record: 6
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	472,166,694.80000001
Principal Transactions Record: 7
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	172,589,663.88999999
Principal Transactions Record: 8
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	151,976,986.74000001
Principal Transactions Record: 9
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,439,738,121.21000000
Principal Transactions Record: 10
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	522,672,731.25999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

9,164,580,812.69000050

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	941,000,745.21000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 55

Item C.1. Background information.

a. Full Name of the Fund	ProShares Nasdaq-100 Dorsey Wright Momentum ETF
b. Series identication number, if any	S000071850
c. LEI	549300A9NYN5L3FFX416
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Nasdaq-100 Dorsey Wright Momentum ETF
ii. Class identification number, if any	C000227376
iii. Ticker symbol, if any	QQQA

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.03  2. After Fund fees and expenses (i.e., net asset value): -0.61  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.06917269  2. After Fund fees and expenses (i.e., net asset value): 0.07154527   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	131.02000000
g. Provide the net income from securities lending activities	3.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,739.16000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	4,739.16000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	342,840.44000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	381,325.14000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,568,888.32000000
Principal Transactions Record: 4
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	600,903.57999999
Principal Transactions Record: 5
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,913,464.96000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

7,807,422.44000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	13,144,014.35000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 56

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Industrials
b. Series identication number, if any	S000014302
c. LEI	KHY6XVBG40JBWKJIVZ83
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Industrials
ii. Class identification number, if any	C000038861
iii. Ticker symbol, if any	SIJ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 3.49  2. After Fund fees and expenses (i.e., net asset value): 2.58  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 64.65789211  2. After Fund fees and expenses (i.e., net asset value): 64.65686823   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	20,399,118.69000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

20,399,118.69000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	2,933,649.84000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 57

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro Short Dow30
b. Series identication number, if any	S000024910
c. LEI	LIZENFIQJTTT2RI1UP54
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro Short Dow30
ii. Class identification number, if any	C000074100
iii. Ticker symbol, if any	SDOW

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -11.90  2. After Fund fees and expenses (i.e., net asset value): -12.76  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 69.78357058  2. After Fund fees and expenses (i.e., net asset value): 69.78005422   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	17,747.59999999
b. Aggregate brokerage commissions paid by Fund during the reporting period:	17,747.59999999

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	240,922,122.50999999
Principal Transactions Record: 2
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	192,971,042.59999999
Principal Transactions Record: 3
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	163,770,872.63999999
Principal Transactions Record: 4
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	269,756,095.54000002
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	322,199,684.04000002
Principal Transactions Record: 6
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,788,740.96999999
Principal Transactions Record: 7
i. Full name of dealer	UMB Financial Services, Inc.
ii. SEC file number	8-34999
iii. CRD number	000017073
iv. LEI, if any	254900GFVO9NGQ21JC37
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,650,551.39000000
Principal Transactions Record: 8
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	157,762,126.11000001
Principal Transactions Record: 9
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	109,198,225.34999999
Principal Transactions Record: 10
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,413,416,759.98999980

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

6,067,912,345.52999970

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	577,908,861.47000003
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 58

Item C.1. Background information.

a. Full Name of the Fund	ProShares Equities for Rising Rates ETF
b. Series identication number, if any	S000057332
c. LEI	549300ONGJC47EH4UP44
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Equities for Rising Rates ETF
ii. Class identification number, if any	C000182948
iii. Ticker symbol, if any	EQRR

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.1  2. After Fund fees and expenses (i.e., net asset value): -0.21  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.09465812  2. After Fund fees and expenses (i.e., net asset value): 0.09301073   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	219,844.28000000
g. Provide the net income from securities lending activities	304.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	934.22000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	15,639.44000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	16,573.66000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	10,551,796.32000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	14,760,261.53999999
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,973,996.59000000
Principal Transactions Record: 4
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,307,261.03000000
Principal Transactions Record: 5
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	13,186,129.47000000
Principal Transactions Record: 6
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,474,769.65000000
Principal Transactions Record: 7
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,317,114.93000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

80,571,329.53000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	70,560,359.92000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 59

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro Russell2000
b. Series identication number, if any	S000024921
c. LEI	5YNMV3LERCU7E6E3H465
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro Russell2000
ii. Class identification number, if any	C000074111
iii. Ticker symbol, if any	URTY

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -29.94  2. After Fund fees and expenses (i.e., net asset value): -30.57  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 49.55188861  2. After Fund fees and expenses (i.e., net asset value): 49.54976333   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	5,953,294.72000000
g. Provide the net income from securities lending activities	229,231.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	13,903.15000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,801.37000000
Brokers Record: 3
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	34,726.35000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	50,430.87000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	20,162.36000000
Principal Transactions Record: 2
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	10,956,306.83000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,620,668.33000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,013,623,360.08000000
Principal Transactions Record: 5
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,925,489.80000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

1,037,145,987.40000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	216,782,572.78000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 60

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort FTSE China 50
b. Series identication number, if any	S000018731
c. LEI	0JW1Z7SKXK3844HL0923
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort FTSE China 50
ii. Class identification number, if any	C000051861
iii. Ticker symbol, if any	FXP

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 21.92  2. After Fund fees and expenses (i.e., net asset value): 20.93  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 94.30559530  2. After Fund fees and expenses (i.e., net asset value): 94.30466594   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	146,907,802.97000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

146,907,802.97000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	24,751,889.76000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 61

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort SmallCap600
b. Series identication number, if any	S000014288
c. LEI	713DOEKWJEIFDGYIFD21
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort SmallCap600
ii. Class identification number, if any	C000038847
iii. Ticker symbol, if any	SDD

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 14.69  2. After Fund fees and expenses (i.e., net asset value): 13.66  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 70.82437582  2. After Fund fees and expenses (i.e., net asset value): 70.81719773   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	27,272,760.67000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

27,272,760.67000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	4,537,116.28000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 62

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P 500 Ex-Technology ETF
b. Series identication number, if any	S000050780
c. LEI	5493001I18EDIH1SXT13
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P 500 Ex-Technology ETF
ii. Class identification number, if any	C000160299
iii. Ticker symbol, if any	SPXT

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 1.12  2. After Fund fees and expenses (i.e., net asset value): 1.03  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.10380030  2. After Fund fees and expenses (i.e., net asset value): 0.10257637   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	9,573.66000000
g. Provide the net income from securities lending activities	156.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	11.84000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	219.55000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	231.39000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,866,408.20000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,308,865.59999999
Principal Transactions Record: 3
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,449,149.51999999
Principal Transactions Record: 4
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	26,022.77000000
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,865,803.35000000
Principal Transactions Record: 6
i. Full name of dealer	UBS Securities LLC
ii. SEC file number	8-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,434,083.35000000
Principal Transactions Record: 7
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	678,213.69000000
Principal Transactions Record: 8
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	388.05000000
Principal Transactions Record: 9
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,361,704.15000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

23,990,638.68000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	12,201,165.34000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 63

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short SmallCap600
b. Series identication number, if any	S000014264
c. LEI	3JSQYJMW6PVD4VIYNG53
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short SmallCap600
ii. Class identification number, if any	C000038823
iii. Ticker symbol, if any	SBB

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 15.92  2. After Fund fees and expenses (i.e., net asset value): 14.89  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 47.20860879  2. After Fund fees and expenses (i.e., net asset value): 47.20983118   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	115,471,479.86000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

115,471,479.86000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	15,958,456.94000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 64

Item C.1. Background information.

a. Full Name of the Fund	ProShares Bitcoin Strategy ETF
b. Series identication number, if any	S000073908
c. LEI	5493004OXDRSMIZWPA26
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Bitcoin Strategy ETF
ii. Class identification number, if any	C000231184
iii. Ticker symbol, if any	BITO

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?	Yes No
b. If yes, provide the following information:
Foreign Investments Record: 1
Full name of subsidiary	ProShares Cayman Bitcoin Strategy Portfolio
LEI of subsidiary, if any	549300H7M4TF4J1VRI66

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

i. Full name of securities lending agent
ii. LEI, if any
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

1. Name of person providing indemnification
2. LEI, if any, of person providing indemnification

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	INTL FCStone Financial Inc.
ii. SEC file number	8-51269
iii. CRD number	000045993
iv. LEI, if any	549300LNKU6K5TJCRG93
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,789,912.16000000
Brokers Record: 2
i. Full name of broker	Deutsche Bank Securities Inc.
ii. SEC file number	8-17822
iii. CRD number	000002525
iv. LEI, if any	9J6MBOOO7BECTDTUZW19
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	489,895.20000000
Brokers Record: 3
i. Full name of broker	MAREX NORTH AMERICA SECURITIES LLC
ii. SEC file number	8-70580
iii. CRD number	000307508
iv. LEI, if any	5493008RKGQ4XITI3W85
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	797,513.68000000
Brokers Record: 4
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,035,448.80000000
Brokers Record: 5
i. Full name of broker	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	971,560.32000000
Brokers Record: 6
i. Full name of broker	PHILLIP CAPITAL INC.
ii. SEC file number	8-69558
iii. CRD number	000173869
iv. LEI, if any	549300AZCWF9DX4IYK18
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	837,164.48000000
Brokers Record: 7
i. Full name of broker	E D & F MAN CAPITAL MARKETS MENA LIMITED
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	213800IMF4KCA5TUVM88
v. State, if applicable
vi. Foreign country, if applicable	UNITED ARAB EMIRATES
vii. Gross commissions paid by the Fund for the reporting period	1,087,551.84000000
Brokers Record: 8
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	553,412.80000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	8,562,459.28000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	493,872,500.00000000
Principal Transactions Record: 2
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	774,405,065.98000002
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,171,384,123.61999990

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

6,439,661,689.60000040

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	742,726,794.58999991
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 65

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Materials
b. Series identication number, if any	S000014296
c. LEI	R66OW8FNZ14X9NKKN662
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Materials
ii. Class identification number, if any	C000038855
iii. Ticker symbol, if any	SMN

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 19.21  2. After Fund fees and expenses (i.e., net asset value): 18.18  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 72.56460390  2. After Fund fees and expenses (i.e., net asset value): 72.56801364   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	29,631,513.12999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

29,631,513.12999999

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	4,107,341.85000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 66

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Semiconductors
b. Series identication number, if any	S000014307
c. LEI	V3STKZPD7B71017ZEE51
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Semiconductors
ii. Class identification number, if any	C000038866
iii. Ticker symbol, if any	SSG

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -86.84  2. After Fund fees and expenses (i.e., net asset value): -87.24  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 119.89157284  2. After Fund fees and expenses (i.e., net asset value): 119.88874354   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	87,044,120.14000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

87,044,120.14000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	8,852,717.19999999
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 67

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short Russell2000
b. Series identication number, if any	S000014263
c. LEI	YGKIXS4FSM8OUIQK9X25
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short Russell2000
ii. Class identification number, if any	C000038822
iii. Ticker symbol, if any	RWM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 9.75  2. After Fund fees and expenses (i.e., net asset value): 8.75  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 49.51712653  2. After Fund fees and expenses (i.e., net asset value): 49.52100083   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	12,467.73000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	12,467.73000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,701,585.00000000
Principal Transactions Record: 2
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	271,888,784.56000000
Principal Transactions Record: 3
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,822,472.21999999
Principal Transactions Record: 4
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	128,468,079.23999999
Principal Transactions Record: 5
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,046,395.82999999
Principal Transactions Record: 6
i. Full name of dealer	Jefferies LLC
ii. SEC file number	8-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,436,666.75000000
Principal Transactions Record: 7
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,817,883.34000000
Principal Transactions Record: 8
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	220,089,161.22000000
Principal Transactions Record: 9
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	223,945,061.11000001
Principal Transactions Record: 10
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,076,866,180.01000020

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

4,119,456,629.25000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	487,750,037.60000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 68

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra MSCI Japan
b. Series identication number, if any	S000022304
c. LEI	X88CXJ6GMOK5KGHOH810
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra MSCI Japan
ii. Class identification number, if any	C000063942
iii. Ticker symbol, if any	EZJ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -5.48  2. After Fund fees and expenses (i.e., net asset value): -6.42  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 31.22994810  2. After Fund fees and expenses (i.e., net asset value): 31.23298773   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	604.50000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	604.50000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	28,314,740.80000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

28,314,740.80000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	5,773,510.12000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 69

Item C.1. Background information.

a. Full Name of the Fund	ProShares MSCI Emerging Markets Dividend Growers ETF
b. Series identication number, if any	S000046274
c. LEI	549300M7R19HIH2U6V88
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares MSCI Emerging Markets Dividend Growers ETF
ii. Class identification number, if any	C000144591
iii. Ticker symbol, if any	EMDV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.56  2. After Fund fees and expenses (i.e., net asset value): -1.12  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 1.64610660  2. After Fund fees and expenses (i.e., net asset value): 1.64965842   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	242,758.92000000
g. Provide the net income from securities lending activities	1,939.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	HSBC Bank Argentina S.A.
ii. LEI, if any	549300K52NF2S4SQDO82
iii. State, if applicable
iv. Foreign country, if applicable	ARGENTINA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Citibank A.S.
ii. LEI, if any	CWZ8NZDH5SKY12Q4US31
iii. State, if applicable
iv. Foreign country, if applicable	TURKEY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	HSBC Bank Middle East Limited
ii. LEI, if any	549300F99IL9YJDWH369
iii. State, if applicable
iv. Foreign country, if applicable	QATAR
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Banco Nacional de Mexico, S.A.
ii. LEI, if any	2SFFM4FUIE05S37WFU55
iii. State, if applicable
iv. Foreign country, if applicable	MEXICO
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	PT Bank HSBC Indonesia
ii. LEI, if any	213800HW5IDIRLWH1203
iii. State, if applicable
iv. Foreign country, if applicable	INDONESIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	HUNGARY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	HSBC Bank Malaysia Berhad
ii. LEI, if any	P3RPN9OJFCXUPJWB1Q09
iii. State, if applicable
iv. Foreign country, if applicable	MALAYSIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Standard Chartered Bank (Thai) Public Company Limited
ii. LEI, if any	549300O1LQYCQ7G1IM57
iii. State, if applicable
iv. Foreign country, if applicable	THAILAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Clearstream
ii. LEI, if any	549300OL514RA0SXJJ44
iii. State, if applicable
iv. Foreign country, if applicable	LUXEMBOURG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	HSBC Bank Middle East Limited
ii. LEI, if any	549300F99IL9YJDWH369
iii. State, if applicable
iv. Foreign country, if applicable	UNITED ARAB EMIRATES
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	SEB FINLAND
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	HSBC Bank (China) Company Limited
ii. LEI, if any	2CZOJRADNJXBLT55G526
iii. State, if applicable
iv. Foreign country, if applicable	CHINA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	TAIWAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	Banco Santander Chile
ii. LEI, if any	3YJP8HORPAEXJ80D6368
iii. State, if applicable
iv. Foreign country, if applicable	CHILE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	HSBC Bank Middle East Limited
ii. LEI, if any	549300F99IL9YJDWH369
iii. State, if applicable
iv. Foreign country, if applicable	KUWAIT
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	J.P. Morgan S.A. DTVM
ii. LEI, if any	5493001LS7J56NZZ3G07
iii. State, if applicable
iv. Foreign country, if applicable	BRAZIL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	UniCredit Bank Austria AG
ii. LEI, if any	D1HEB8VEU6D9M8ZUXG17
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	UniCredit Bank Czech Republic and Slovakia, a.s.
ii. LEI, if any	KR6LSKV3BTSJRD41IF75
iii. State, if applicable
iv. Foreign country, if applicable	CZECHIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 25
i. Full name	Bank Handlowy w. Warszawie S.A.
ii. LEI, if any	XLEZHWWOI4HFQDGL4793
iii. State, if applicable
iv. Foreign country, if applicable	POLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 26
i. Full name	Standard Chartered Bank Korea Limited
ii. LEI, if any	NUXTG47HHHM1K2L0SG39
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 27
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 28
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable
iv. Foreign country, if applicable	EGYPT
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 29
i. Full name	J.P. Morgan Bank International (Limited Liability Company)**
ii. LEI, if any	549300B831LSRSI6RA15
iii. State, if applicable
iv. Foreign country, if applicable	RUSSIAN FEDERATION
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 30
i. Full name	Citibank del Peru S.A.
ii. LEI, if any	MYTK5NHHP1G8TVFGT193
iii. State, if applicable
iv. Foreign country, if applicable	PERU
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 31
i. Full name	The Hongkong and Shanghai Banking Corporation Limited
ii. LEI, if any	2HI3YI5320L3RW6NJ957
iii. State, if applicable
iv. Foreign country, if applicable	PHILIPPINES
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 32
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	INDIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 33
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 34
i. Full name	FirstRand Bank Limited
ii. LEI, if any	ZAYQDKTCATIXF9OQY690
iii. State, if applicable
iv. Foreign country, if applicable	SOUTH AFRICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 35
i. Full name	CACEIS Bank Spain, S.A.U.
ii. LEI, if any	95980020140005970915
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 36
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	GREECE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 37
i. Full name	Cititrust Colombia S.A.
ii. LEI, if any	549300242J3IJCOSGI49
iii. State, if applicable
iv. Foreign country, if applicable	COLOMBIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 38
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	18,320.70000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	18,320.70000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	254,660.63000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,445,170.88000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

4,699,831.51000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	16,546,657.20000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 70

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Health Care
b. Series identication number, if any	S000014301
c. LEI	DRLI0TXPR5167FL54L31
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Health Care
ii. Class identification number, if any	C000038860
iii. Ticker symbol, if any	RXD

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 5.66  2. After Fund fees and expenses (i.e., net asset value): 4.68  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 50.05642510  2. After Fund fees and expenses (i.e., net asset value): 50.05689785   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	31,182,595.48000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

31,182,595.48000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	3,246,548.49000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 71

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Financials
b. Series identication number, if any	S000014300
c. LEI	YOJN1DKAU7JWI16N8H58
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Financials
ii. Class identification number, if any	C000038859
iii. Ticker symbol, if any	SKF

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 21.10  2. After Fund fees and expenses (i.e., net asset value): 20.03  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 66.39772812  2. After Fund fees and expenses (i.e., net asset value): 66.39490478   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	103,302,135.42000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

103,302,135.42000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	19,458,398.47000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 72

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Utilities
b. Series identication number, if any	S000014262
c. LEI	OF4ZDXRHKSS79JZHX634
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Utilities
ii. Class identification number, if any	C000038821
iii. Ticker symbol, if any	UPW

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -15.57  2. After Fund fees and expenses (i.e., net asset value): -16.29  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 21.14499937  2. After Fund fees and expenses (i.e., net asset value): 21.13939139   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	24,768.90000000
g. Provide the net income from securities lending activities	32.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	478.99000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,257.27000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	1,736.26000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	183.32000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	26,982,360.16000000
Principal Transactions Record: 3
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,284,069.53000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

30,266,613.01000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	15,176,847.40000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 73

Item C.1. Background information.

a. Full Name of the Fund	ProShares Hedge Replication ETF
b. Series identication number, if any	S000031041
c. LEI	ADUJ68TGZBVW30IQNE81
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Hedge Replication ETF
ii. Class identification number, if any	C000096244
iii. Ticker symbol, if any	HDG

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.12  2. After Fund fees and expenses (i.e., net asset value): -0.84  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 3.54443799  2. After Fund fees and expenses (i.e., net asset value): 3.55151379   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	3,345.23000000
g. Provide the net income from securities lending activities	6.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,816.72000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	198.01000000
Brokers Record: 3
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	871.42000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	2,886.15000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	213,669.23000000
Principal Transactions Record: 2
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	57,831,984.45000000
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	287,795,729.06999999
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	111,309,922.94000000
Principal Transactions Record: 5
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	158,609.32999999
Principal Transactions Record: 6
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	194,239,831.38000000
Principal Transactions Record: 7
i. Full name of dealer	BMO Capital Markets Corp.
ii. SEC file number	8-34344
iii. CRD number	000016686
iv. LEI, if any	RUC0QBLBRPRCU4W1NE59
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	693,713.98000000
Principal Transactions Record: 8
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	26,683,606.42000000
Principal Transactions Record: 9
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	81,077,270.71999999
Principal Transactions Record: 10
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	8-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	32,489,183.25000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

792,686,527.87000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	40,167,637.62000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 74

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short Bitcoin Strategy ETF
b. Series identication number, if any	S000076601
c. LEI	549300GXECIOZMG55H68
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short Bitcoin Strategy ETF
ii. Class identification number, if any	C000236586
iii. Ticker symbol, if any	BITI

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?	Yes No
b. If yes, provide the following information:
Foreign Investments Record: 1
Full name of subsidiary	ProShares Cayman Bitcoin Inverse Strategy Portfolio
LEI of subsidiary, if any	549300KV5PW7HZBIW477

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

i. Full name of securities lending agent
ii. LEI, if any
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

1. Name of person providing indemnification
2. LEI, if any, of person providing indemnification

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	MAREX NORTH AMERICA SECURITIES LLC
ii. SEC file number	8-70580
iii. CRD number	000307508
iv. LEI, if any	5493008RKGQ4XITI3W85
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	160,556.48000000
Brokers Record: 2
i. Full name of broker	INTL FCStone Financial Inc.
ii. SEC file number	8-51269
iii. CRD number	000045993
iv. LEI, if any	549300LNKU6K5TJCRG93
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	262,638.44000000
Brokers Record: 3
i. Full name of broker	E D & F MAN CAPITAL MARKETS MENA LIMITED
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	213800IMF4KCA5TUVM88
v. State, if applicable
vi. Foreign country, if applicable	UNITED ARAB EMIRATES
vii. Gross commissions paid by the Fund for the reporting period	86,097.70000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	509,292.62000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	818,778,188.41999996
Principal Transactions Record: 2
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	54,325,975.00000000
Principal Transactions Record: 3
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	119,380,312.16000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

992,484,475.58000004

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	100,813,119.00000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Management Investment Record: 75

Item C.1. Background information.

a. Full Name of the Fund	ProShares Pet Care ETF
b. Series identication number, if any	S000062559
c. LEI	549300SJHELHWEOX6S65
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Pet Care ETF
ii. Class identification number, if any	C000202974
iii. Ticker symbol, if any	PAWZ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.11  2. After Fund fees and expenses (i.e., net asset value): -0.31  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 1.77047971  2. After Fund fees and expenses (i.e., net asset value): 1.76886801   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	153,146.96000000
g. Provide the net income from securities lending activities	1,463.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Standard Chartered Bank (Thai) Public Company Limited
ii. LEI, if any	549300O1LQYCQ7G1IM57
iii. State, if applicable
iv. Foreign country, if applicable	THAILAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Royal Bank of Canada
ii. LEI, if any	ES7IP3U3RHIGC71XBU11
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	SEB FINLAND
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	J.P. Morgan S.A. DTVM
ii. LEI, if any	5493001LS7J56NZZ3G07
iii. State, if applicable
iv. Foreign country, if applicable	BRAZIL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	INDIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Mizuho Bank, Ltd.
ii. LEI, if any	RB0PEZSDGCO3JS6CEU02
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	13,115.10000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	13,115.10000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	8-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	10,050,277.65000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,345,406.83000000
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	50,778,383.00999999
Principal Transactions Record: 4
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	283,523.92000000
Principal Transactions Record: 5
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	10,680,502.49000000
Principal Transactions Record: 6
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,133,022.43000000
Principal Transactions Record: 7
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	929,241.33000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

78,200,357.65999999

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	120,159,962.24000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 76

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra SmallCap600
b. Series identication number, if any	S000014259
c. LEI	QOEPI3XUDE1M6I02XL90
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra SmallCap600
ii. Class identification number, if any	C000038818
iii. Ticker symbol, if any	SAA

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -14.87  2. After Fund fees and expenses (i.e., net asset value): -15.61  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 23.62051040  2. After Fund fees and expenses (i.e., net asset value): 23.62072989   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	399,767.53000000
g. Provide the net income from securities lending activities	2,656.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	120.00000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,675.44999999
Brokers Record: 3
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	331.17000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	2,126.61999999

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	59,026,887.31000000
Principal Transactions Record: 2
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,480.84000000
Principal Transactions Record: 3
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,948,598.67000000
Principal Transactions Record: 4
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,630,730.98000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

65,607,697.80000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	30,010,204.14000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 77

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Technology
b. Series identication number, if any	S000014260
c. LEI	92R00YYQVXPWTZPPGX58
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Technology
ii. Class identification number, if any	C000038819
iii. Ticker symbol, if any	ROM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -1.62  2. After Fund fees and expenses (i.e., net asset value): -2.73  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 33.14236927  2. After Fund fees and expenses (i.e., net asset value): 33.13127168   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	712,678.83000000
g. Provide the net income from securities lending activities	10,290.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	5,950.90000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	42,155.65000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	48,106.55000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	32,958,352.45999990
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	62,956,940.40999999
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,157,179,926.09999990
Principal Transactions Record: 4
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	32.15999999
Principal Transactions Record: 5
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	57,636,789.39999999
Principal Transactions Record: 6
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	18,321,721.48000000
Principal Transactions Record: 7
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	29,984,960.46000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

1,359,038,722.47000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	413,137,887.70000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 78

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short Dow30
b. Series identication number, if any	S000006830
c. LEI	2M4TNNGAB88L4FX7KA15
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short Dow30
ii. Class identification number, if any	C000018468
iii. Ticker symbol, if any	DOG

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -0.17  2. After Fund fees and expenses (i.e., net asset value): -1.13  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 34.87026473  2. After Fund fees and expenses (i.e., net asset value): 34.86271405   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,490.80000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	4,490.80000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,419,166.75000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,897,255,578.31999990
Principal Transactions Record: 3
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,453,993.00000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	73,941,260.40999999
Principal Transactions Record: 5
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,894,370.48999999
Principal Transactions Record: 6
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,325,839.24000000
Principal Transactions Record: 7
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	123,599,561.38000000
Principal Transactions Record: 8
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	123,143,509.03000000
Principal Transactions Record: 9
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,407,333.32999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

2,365,440,611.95000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	280,724,586.50000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 79

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Consumer Staples
b. Series identication number, if any	S000014298
c. LEI	RXMAZ23155OIUVZG6Z64
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Consumer Staples
ii. Class identification number, if any	C000038857
iii. Ticker symbol, if any	SZK

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 11.64  2. After Fund fees and expenses (i.e., net asset value): 10.57  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 52.96601669  2. After Fund fees and expenses (i.e., net asset value): 52.97188577   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	22,165,372.39000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

22,165,372.39000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	2,634,952.77000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 80

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra FTSE China 50
b. Series identication number, if any	S000022299
c. LEI	K6HKT6UET9OI1CJXNG49
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra FTSE China 50
ii. Class identification number, if any	C000063937
iii. Ticker symbol, if any	XPP

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -25.69  2. After Fund fees and expenses (i.e., net asset value): -26.28  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 54.97290452  2. After Fund fees and expenses (i.e., net asset value): 54.97322724   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	68,704,326.53000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

68,704,326.53000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	10,890,625.20000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 81

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Nasdaq Cybersecurity
b. Series identication number, if any	S000070718
c. LEI	549300W3DOIV3TG4MW19
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Nasdaq Cybersecurity
ii. Class identification number, if any	C000224813
iii. Ticker symbol, if any	UCYB

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -11.84  2. After Fund fees and expenses (i.e., net asset value): -12.72  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 29.93649601  2. After Fund fees and expenses (i.e., net asset value): 29.92785723   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,413.73000000
g. Provide the net income from securities lending activities	8.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	24.51000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	24.51000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,205,718.25999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

7,205,718.25999999

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	2,247,486.20000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 82

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Financials
b. Series identication number, if any	S000014252
c. LEI	LYB0BLOHQZOQ1IGGW139
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Financials
ii. Class identification number, if any	C000038811
iii. Ticker symbol, if any	UYG

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -14.85  2. After Fund fees and expenses (i.e., net asset value): -15.58  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 22.07098209  2. After Fund fees and expenses (i.e., net asset value): 22.06911277   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,030,194.03000000
g. Provide the net income from securities lending activities	20,521.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	13,272.17000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	44,124.93000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	57,397.10000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9.77000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	626,715,411.12000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	14,827,914.10000000
Principal Transactions Record: 4
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,840,289.16000000
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,338,312.46999999
Principal Transactions Record: 6
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	121.72000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

681,722,058.34000003

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	560,425,076.84000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 83

Item C.1. Background information.

a. Full Name of the Fund	ProShares Investment Grade-Interest Rate Hedged
b. Series identication number, if any	S000042798
c. LEI	549300QI16S9YVH36114
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Investment Grade-Interest Rate Hedged
ii. Class identification number, if any	C000132381
iii. Ticker symbol, if any	IGHG

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 1.75  2. After Fund fees and expenses (i.e., net asset value): 1.44  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 2.21913810  2. After Fund fees and expenses (i.e., net asset value): 2.21767223   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	714,693.83000000
g. Provide the net income from securities lending activities	2,059.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	4,535.64000000
Brokers Record: 2
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	51,874.58000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	56,410.22000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Millennium Advisors, LLC
ii. SEC file number	8-68349
iii. CRD number	000151236
iv. LEI, if any	254900E1P6Z2XZYSA163
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	40,723,451.72999999
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,095,628,823.05000000
Principal Transactions Record: 3
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	41,106,935.25999999
Principal Transactions Record: 4
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	103,360,707.88000000
Principal Transactions Record: 5
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	35,815,934.93000000
Principal Transactions Record: 6
i. Full name of dealer	HSBC Securities (USA) Inc.
ii. SEC file number	8-41562
iii. CRD number	000019585
iv. LEI, if any	CYYGQCGNHMHPSMRL3R97
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	86,495,077.87000000
Principal Transactions Record: 7
i. Full name of dealer	Jane Street Execution Services, LLC
ii. SEC file number	8-69254
iii. CRD number	000167280
iv. LEI, if any	549300HXJLXCPDWAH070
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	91,452,591.37999999
Principal Transactions Record: 8
i. Full name of dealer	MarketAxess Corporation
ii. SEC file number	8-50727
iii. CRD number	000044542
iv. LEI, if any	GPSMMRI21JE7ZCVYF972
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	92,610,315.84999999
Principal Transactions Record: 9
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	746,332,402.13999999
Principal Transactions Record: 10
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,152,526.06000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

2,382,810,315.23999980

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	430,177,228.99000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 84

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P 500 Ex-Financials ETF
b. Series identication number, if any	S000050776
c. LEI	549300U5AKS5ZG8E7M64
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P 500 Ex-Financials ETF
ii. Class identification number, if any	C000160295
iii. Ticker symbol, if any	SPXN

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.01  2. After Fund fees and expenses (i.e., net asset value): -0.08  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.08598619  2. After Fund fees and expenses (i.e., net asset value): 0.08579137   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	8,883.17000000
g. Provide the net income from securities lending activities	155.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	221.66000000
Brokers Record: 2
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	79.31999999
b. Aggregate brokerage commissions paid by Fund during the reporting period:	300.98000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,506,736.06000000
Principal Transactions Record: 2
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,086,845.94000000
Principal Transactions Record: 3
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	985.44000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,719,518.33000000
Principal Transactions Record: 5
i. Full name of dealer	UBS Securities LLC
ii. SEC file number	8-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,481,803.64000000
Principal Transactions Record: 6
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	23,382.42000000
Principal Transactions Record: 7
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,721,532.87000000
Principal Transactions Record: 8
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,991,741.51999999
Principal Transactions Record: 9
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,220,770.56000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

30,753,316.78000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	12,957,798.93000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 85

Item C.1. Background information.

a. Full Name of the Fund	ProShares Long Online/Short Stores ETF
b. Series identication number, if any	S000059656
c. LEI	549300QP6J13R5VAMZ44
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Long Online/Short Stores ETF
ii. Class identification number, if any	C000195298
iii. Ticker symbol, if any	CLIX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.85  2. After Fund fees and expenses (i.e., net asset value): 0.27  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.09988440  2. After Fund fees and expenses (i.e., net asset value): 0.10095559   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,428,341.92000000
g. Provide the net income from securities lending activities	4,937.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	20.20000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	810.69000000
Brokers Record: 3
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,974.73000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	3,805.62000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	11,623,317.83000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	16,745,097.17000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,225,021.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

34,593,436.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	16,339,522.34000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 86

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Consumer Discretionary
b. Series identication number, if any	S000014299
c. LEI	C52L906VB1MRG2CNI959
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Consumer Discretionary
ii. Class identification number, if any	C000038858
iii. Ticker symbol, if any	SCC

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -14.39  2. After Fund fees and expenses (i.e., net asset value): -15.20  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 78.06335806  2. After Fund fees and expenses (i.e., net asset value): 78.06333329   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	WEST VIRGINIA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	51,529,215.46000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

51,529,215.46000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	4,569,929.77000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 87

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro S&P500
b. Series identication number, if any	S000024919
c. LEI	GFX121535M001RJL0037
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro S&P500
ii. Class identification number, if any	C000074109
iii. Ticker symbol, if any	UPRO

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -15.66  2. After Fund fees and expenses (i.e., net asset value): -16.47  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 41.73964504  2. After Fund fees and expenses (i.e., net asset value): 41.73713601   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	23,216,824.97000000
g. Provide the net income from securities lending activities	139,097.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	41,964.11000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	32,447.02000000
Brokers Record: 3
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	173,412.99000000
Brokers Record: 4
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	11,395.07000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	259,219.19000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	272,651,545.13000000
Principal Transactions Record: 2
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,643,333,762.68998000
Principal Transactions Record: 3
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	547,195,762.98000002
Principal Transactions Record: 4
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	532,182,313.05000001
Principal Transactions Record: 5
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	324,056,711.11000001
Principal Transactions Record: 6
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,666,469,680.92000010
Principal Transactions Record: 7
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,806,288,850.27001000
Principal Transactions Record: 8
i. Full name of dealer	HRT Financial LLC
ii. SEC file number	8-68430
iii. CRD number	000152144
iv. LEI, if any	21380037YFKONTT23854
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	656,241,123.65000105
Principal Transactions Record: 9
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	756,910,135.63999999
Principal Transactions Record: 10
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	294,775,499.31000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

18,086,088,045.08000200

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	2,287,852,699.19000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 88

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro Short S&P500
b. Series identication number, if any	S000024911
c. LEI	GZYUYYBVN9JCLNYWZ615
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro Short S&P500
ii. Class identification number, if any	C000074101
iii. Ticker symbol, if any	SPXU

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -21.99  2. After Fund fees and expenses (i.e., net asset value): -22.74  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 83.44485057  2. After Fund fees and expenses (i.e., net asset value): 83.45198585   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	21,170.20000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	21,170.20000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	271,382,682.64999998
Principal Transactions Record: 2
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	855,914,198.49000001
Principal Transactions Record: 3
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	346,878,476.18000001
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9,186,141,579.95000080
Principal Transactions Record: 5
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	322,727,215.27999997
Principal Transactions Record: 6
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	395,209,281.25999999
Principal Transactions Record: 7
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	561,388,753.37000000
Principal Transactions Record: 8
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	867,092,334.39999998
Principal Transactions Record: 9
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	466,353,106.82999998
Principal Transactions Record: 10
i. Full name of dealer	UMB Financial Services, Inc.
ii. SEC file number	8-34999
iii. CRD number	000017073
iv. LEI, if any	254900GFVO9NGQ21JC37
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	222,967,078.47999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

13,940,460,920.95999900

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,220,746,979.66000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 89

Item C.1. Background information.

a. Full Name of the Fund	ProShares Russell U.S. Dividend Growers ETF
b. Series identication number, if any	S000066433
c. LEI	549300SH3B62OPTDCG54
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Russell U.S. Dividend Growers ETF
ii. Class identification number, if any	C000214312
iii. Ticker symbol, if any	TMDV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.03  2. After Fund fees and expenses (i.e., net asset value): -0.31  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.07466259  2. After Fund fees and expenses (i.e., net asset value): 0.08579137   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	26,661.45000000
g. Provide the net income from securities lending activities	1,090.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3.95000000
Brokers Record: 2
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	89.68000000
Brokers Record: 3
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	523.84000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	617.47000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,857,272.88000000
Principal Transactions Record: 2
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	14,192.57000000
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,369,695.15000000
Principal Transactions Record: 4
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,249,762.50999999
Principal Transactions Record: 5
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	8-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,958,714.48000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

7,449,637.58999999

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	11,895,150.77000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 90

Item C.1. Background information.

a. Full Name of the Fund	ProShares Metaverse ETF
b. Series identication number, if any	S000075552
c. LEI	549300HFME2BUWIPD388
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Metaverse ETF
ii. Class identification number, if any	C000234747
iii. Ticker symbol, if any	VERS

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.33  2. After Fund fees and expenses (i.e., net asset value): -0.27  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.11673042  2. After Fund fees and expenses (i.e., net asset value): 0.10634828   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	398,830.65000000
g. Provide the net income from securities lending activities	12,288.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	363.06000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	624.05999999
b. Aggregate brokerage commissions paid by Fund during the reporting period:	987.12000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,245,550.24000000
Principal Transactions Record: 2
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,037,538.06000000
Principal Transactions Record: 3
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	64.14000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

2,283,152.44000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	6,183,950.45000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 91

Item C.1. Background information.

a. Full Name of the Fund	ProShares On Demand ETF
b. Series identication number, if any	S000073420
c. LEI	549300Q204YT8L82XZ48
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares On Demand ETF
ii. Class identification number, if any	C000230307
iii. Ticker symbol, if any	OND

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.4  2. After Fund fees and expenses (i.e., net asset value): -0.19  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 1.17719521  2. After Fund fees and expenses (i.e., net asset value): 1.18072137   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	23,685.36000000
g. Provide the net income from securities lending activities	419.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	DBS Bank Ltd
ii. LEI, if any	ATUEL7OJR5057F2PV266
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Bank Handlowy w. Warszawie S.A.
ii. LEI, if any	XLEZHWWOI4HFQDGL4793
iii. State, if applicable
iv. Foreign country, if applicable	POLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	INDIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Mizuho Bank, Ltd.
ii. LEI, if any	RB0PEZSDGCO3JS6CEU02
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Standard Chartered Bank Korea Limited
ii. LEI, if any	NUXTG47HHHM1K2L0SG39
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	188.58000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	188.58000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	187,462.78000000
Principal Transactions Record: 2
i. Full name of dealer	Jane Street Capital, LLC
ii. SEC file number	8-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	302,819.57000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

490,282.35000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	902,265.07000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 92

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Materials
b. Series identication number, if any	S000014313
c. LEI	57BSEOSJBOOM11VOKX24
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Materials
ii. Class identification number, if any	C000038872
iii. Ticker symbol, if any	UYM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -14.31  2. After Fund fees and expenses (i.e., net asset value): -15.03  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 26.21716704  2. After Fund fees and expenses (i.e., net asset value): 26.21787000   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	66,550.38000000
g. Provide the net income from securities lending activities	1,615.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	612.46000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,069.65000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	3,682.11000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	107,132,114.44000000
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	17,193,506.94000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,073,213.13999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

125,398,834.52000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	44,900,085.52000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 93

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short S&P500
b. Series identication number, if any	S000006828
c. LEI	XSY494HNCRZV64FNKS70
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short S&P500
ii. Class identification number, if any	C000018466
iii. Ticker symbol, if any	SH

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -3.36  2. After Fund fees and expenses (i.e., net asset value): -4.23  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 41.71182216  2. After Fund fees and expenses (i.e., net asset value): 41.71218831   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	22,584.45000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	22,584.45000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	743,118,983.34000003
Principal Transactions Record: 2
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	714,811,166.80999994
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,932,564,847.60999990
Principal Transactions Record: 4
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	712,811,046.45000005
Principal Transactions Record: 5
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,187,433,156.25000000
Principal Transactions Record: 6
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	644,688,247.99000001
Principal Transactions Record: 7
i. Full name of dealer	UMB Financial Services, Inc.
ii. SEC file number	8-34999
iii. CRD number	000017073
iv. LEI, if any	254900GFVO9NGQ21JC37
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	419,571,981.25999999
Principal Transactions Record: 8
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,101,887,626.80999990
Principal Transactions Record: 9
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	614,302,895.33000004
Principal Transactions Record: 10
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	18,018,846,441.86999900

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

27,992,584,868.36999900

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	2,738,349,633.49000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 94

Item C.1. Background information.

a. Full Name of the Fund	ProShares MSCI Europe Dividend Growers ETF
b. Series identication number, if any	S000046275
c. LEI	549300MSXI0BSCBYRP36
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares MSCI Europe Dividend Growers ETF
ii. Class identification number, if any	C000144592
iii. Ticker symbol, if any	EUDV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.19  2. After Fund fees and expenses (i.e., net asset value): -0.38  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.17520392  2. After Fund fees and expenses (i.e., net asset value): 0.17688315   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	79,957.43000000
g. Provide the net income from securities lending activities	1,529.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	SEB FINLAND
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	CACEIS Bank Spain, S.A.U.
ii. LEI, if any	95980020140005970915
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Skandinaviska Enskilda Banken A/S
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	EUROCLEAR
ii. LEI, if any	549300OZ46BRLZ8Y6F65
iii. State, if applicable
iv. Foreign country, if applicable	IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	761.80000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	761.80000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	8-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,963,700.46000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,733,722.58000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

5,697,423.04000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	9,281,625.12000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 95

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Utilities
b. Series identication number, if any	S000014310
c. LEI	WW08P0ORVY40TNO1X304
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Utilities
ii. Class identification number, if any	C000038869
iii. Ticker symbol, if any	SDP

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 26.79  2. After Fund fees and expenses (i.e., net asset value): 25.69  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 64.21474637  2. After Fund fees and expenses (i.e., net asset value): 64.20796838   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	27,292,849.10999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

27,292,849.11000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	2,853,350.26000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 96

Item C.1. Background information.

a. Full Name of the Fund	ProShares Nanotechnology ETF
b. Series identication number, if any	S000073421
c. LEI	549300E9FILCX5MUXK26
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Nanotechnology ETF
ii. Class identification number, if any	C000230308
iii. Ticker symbol, if any	TINY

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.74  2. After Fund fees and expenses (i.e., net asset value): 0.1  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 2.30765517  2. After Fund fees and expenses (i.e., net asset value): 2.30968227   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	74,622.81000000
g. Provide the net income from securities lending activities	3,776.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	DBS Bank Ltd
ii. LEI, if any	ATUEL7OJR5057F2PV266
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	TAIWAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Bank Leumi le-Israel B.M.
ii. LEI, if any	7JDSZWRGUQY2DSTWCR57
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Mizuho Bank, Ltd.
ii. LEI, if any	RB0PEZSDGCO3JS6CEU02
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Standard Chartered Bank Korea Limited
ii. LEI, if any	NUXTG47HHHM1K2L0SG39
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	292.68000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	292.68000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	52.06000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

52.06000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	2,355,195.69000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 97

Item C.1. Background information.

a. Full Name of the Fund	ProShares Global Listed Private Equity ETF
b. Series identication number, if any	S000037319
c. LEI	549300FJQ4NTFQMAUR97
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Global Listed Private Equity ETF
ii. Class identification number, if any	C000115056
iii. Ticker symbol, if any	PEX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.22  2. After Fund fees and expenses (i.e., net asset value): -0.36  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 3.25880847  2. After Fund fees and expenses (i.e., net asset value): 3.25759022   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	61,543.28000000
g. Provide the net income from securities lending activities	669.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Euroclear
ii. LEI, if any	549300OZ46BRLZ8Y6F65
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	FirstRand Bank Limited
ii. LEI, if any	ZAYQDKTCATIXF9OQY690
iii. State, if applicable
iv. Foreign country, if applicable	SOUTH AFRICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	GREECE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	UniCredit Bank Austria AG
ii. LEI, if any	D1HEB8VEU6D9M8ZUXG17
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Royal Bank of Canada
ii. LEI, if any	ES7IP3U3RHIGC71XBU11
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	J.P. Morgan S.A. DTVM
ii. LEI, if any	5493001LS7J56NZZ3G07
iii. State, if applicable
iv. Foreign country, if applicable	BRAZIL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	SEB FINLAND
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	553.70000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	553.70000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,815,361.65000000
Principal Transactions Record: 2
i. Full name of dealer	UBS Securities LLC
ii. SEC file number	8-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	838,910.75000000
Principal Transactions Record: 3
i. Full name of dealer	Jane Street Capital, LLC
ii. SEC file number	8-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	695,180.45000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

6,349,452.85000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	11,494,922.69000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 98

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short MSCI EAFE
b. Series identication number, if any	S000018742
c. LEI	E9YLGGCRV6TSIDLNI588
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short MSCI EAFE
ii. Class identification number, if any	C000051872
iii. Ticker symbol, if any	EFZ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -4.43  2. After Fund fees and expenses (i.e., net asset value): -5.36  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 34.41402746  2. After Fund fees and expenses (i.e., net asset value): 34.40543388   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,343,906.25000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	773,090,373.60000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

822,434,279.85

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	101,489,451.33000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 99

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort MSCI Brazil Capped
b. Series identication number, if any	S000022290
c. LEI	VEXG89UKZ1ENVYT89S19
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort MSCI Brazil Capped
ii. Class identification number, if any	C000063928
iii. Ticker symbol, if any	BZQ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -2.86  2. After Fund fees and expenses (i.e., net asset value): -3.71  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 98.44004462  2. After Fund fees and expenses (i.e., net asset value): 98.43835577   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	108,707,385.56000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

108,707,385.56000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	15,228,499.65000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 100

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P Kensho Cleantech ETF
b. Series identication number, if any	S000073419
c. LEI	549300THZNWKGH2QM472
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P Kensho Cleantech ETF
ii. Class identification number, if any	C000230306
iii. Ticker symbol, if any	CTEX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.26  2. After Fund fees and expenses (i.e., net asset value): -0.33  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.11668642  2. After Fund fees and expenses (i.e., net asset value): 0.11092369   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	244,527.14000000
g. Provide the net income from securities lending activities	915.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Royal Bank of Canada
ii. LEI, if any	ES7IP3U3RHIGC71XBU11
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Bank Leumi le-Israel B.M.
ii. LEI, if any	7JDSZWRGUQY2DSTWCR57
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	DBS Bank Ltd
ii. LEI, if any	ATUEL7OJR5057F2PV266
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	527.95000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	527.95000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	922,271.97000000
Principal Transactions Record: 2
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	986,138.77000000
Principal Transactions Record: 3
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,730,106.47000000
Principal Transactions Record: 4
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	929,547.79000000
Principal Transactions Record: 5
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	875,826.89000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

5,443,891.89000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	5,651,866.37000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 101

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra MidCap400
b. Series identication number, if any	S000006825
c. LEI	549300G4JPUZKCEQBU98
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra MidCap400
ii. Class identification number, if any	C000018463
iii. Ticker symbol, if any	MVV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -11.6  2. After Fund fees and expenses (i.e., net asset value): -12.41  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 22.98222967  2. After Fund fees and expenses (i.e., net asset value): 22.97064574   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	513,824.89000000
g. Provide the net income from securities lending activities	18,518.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,056.47000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9,585.93000000
Brokers Record: 3
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	1,390.60000000
Brokers Record: 4
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	963.97000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	12,996.97000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	250,528,500.22000000
Principal Transactions Record: 2
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,048,587.92000000
Principal Transactions Record: 3
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,059,572.73000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,400,629.23000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

265,037,290.10000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	122,314,217.61000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 102

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Communication Services
b. Series identication number, if any	S000014261
c. LEI	MRQ4JPGFGVU5YUA1O213
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Communication Services
ii. Class identification number, if any	C000038820
iii. Ticker symbol, if any	LTL

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -1.53  2. After Fund fees and expenses (i.e., net asset value): -2.49  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 23.78252929  2. After Fund fees and expenses (i.e., net asset value): 23.78279542   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	3,944.23000000
g. Provide the net income from securities lending activities	12.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	277.20999999
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	89.94000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	367.15000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	967.88000000
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	805,994.29000000
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,516,474.53000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

5,323,436.70000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,421,868.98000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 103

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra FTSE Europe
b. Series identication number, if any	S000028921
c. LEI	SFWTKM6PLSKL9V982C20
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra FTSE Europe
ii. Class identification number, if any	C000088640
iii. Ticker symbol, if any	UPV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -4.94  2. After Fund fees and expenses (i.e., net asset value): -5.88  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 30.16343126  2. After Fund fees and expenses (i.e., net asset value): 30.16460206   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	19,425,576.82000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

19,425,576.82000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	3,680,443.00000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 104

Item C.1. Background information.

a. Full Name of the Fund	ProShares Ultra Consumer Discretionary
b. Series identication number, if any	S000014251
c. LEI	DOJG9Y6Y2TYRZTWXFM85
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Ultra Consumer Discretionary
ii. Class identification number, if any	C000038810
iii. Ticker symbol, if any	UCC

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -4.84  2. After Fund fees and expenses (i.e., net asset value): -5.74  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 24.21779756  2. After Fund fees and expenses (i.e., net asset value): 24.21650331   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	8,370.840000000
g. Provide the net income from securities lending activities	2,944.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,640.00000000
Brokers Record: 2
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	72.79000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	1,712.79000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,401,629.42000000
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	714,319.16000000
Principal Transactions Record: 3
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	48,659,239.39000000
Principal Transactions Record: 4
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	34.11000000
Principal Transactions Record: 5
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,036.14000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

50,776,258.22000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	11,664,543.68000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 105

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort MSCI Emerging Markets
b. Series identication number, if any	S000018727
c. LEI	YKYO515QG76GHEKZ9D12
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort MSCI Emerging Markets
ii. Class identification number, if any	C000051857
iii. Ticker symbol, if any	EEV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 22.49  2. After Fund fees and expenses (i.e., net asset value): 21.42  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 50.57798464  2. After Fund fees and expenses (i.e., net asset value): 50.57534732   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	57,388,295.61999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

57,388,295.62000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	12,558,511.64000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 106

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short MSCI Emerging Markets
b. Series identication number, if any	S000018740
c. LEI	QPCMN346AQ3IJAVS2Y39
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short MSCI Emerging Markets
ii. Class identification number, if any	C000051870
iii. Ticker symbol, if any	EUM

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 19.30  2. After Fund fees and expenses (i.e., net asset value): 18.26  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 32.21702994  2. After Fund fees and expenses (i.e., net asset value): 32.21435586   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	294,260,971.97000003

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

294,260,971.97000003

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	47,137,757.83000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 107

Item C.1. Background information.

a. Full Name of the Fund	ProShares Online Retail ETF
b. Series identication number, if any	S000063144
c. LEI	549300FCJGHEIQKD4M60
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Online Retail ETF
ii. Class identification number, if any	C000204726
iii. Ticker symbol, if any	ONLN

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.02  2. After Fund fees and expenses (i.e., net asset value): -0.48  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.08270815  2. After Fund fees and expenses (i.e., net asset value): 0.08885280   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	15,164,249.88000000
g. Provide the net income from securities lending activities	63,099.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	38,139.32000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	114.24000000
Brokers Record: 3
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,267.17999999
b. Aggregate brokerage commissions paid by Fund during the reporting period:	40,520.74000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	17,625,410.07999999
Principal Transactions Record: 2
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	21,451,459.57000000
Principal Transactions Record: 3
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	34,297,171.92000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	70,853,690.18000000
Principal Transactions Record: 5
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	175,226,357.03000000
Principal Transactions Record: 6
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	25,273,315.17000000
Principal Transactions Record: 7
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	17,296,948.07999999
Principal Transactions Record: 8
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	29,561,098.14999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

391,585,450.18000001

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	168,906,118.37000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 108

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P 500 Bond ETF
b. Series identication number, if any	S000053144
c. LEI	549300GZB93BVBW9JV88
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P 500 Bond ETF
ii. Class identification number, if any	C000167248
iii. Ticker symbol, if any	SPXB

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.08  2. After Fund fees and expenses (i.e., net asset value): -0.06  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 2.62999992  2. After Fund fees and expenses (i.e., net asset value): 2.63278230   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	41,515.40000000
g. Provide the net income from securities lending activities	74.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Jefferies LLC
ii. SEC file number	8-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	389,257.45000000
Principal Transactions Record: 2
i. Full name of dealer	Jane Street Execution Services, LLC
ii. SEC file number	8-69254
iii. CRD number	000167280
iv. LEI, if any	549300HXJLXCPDWAH070
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,947,071.08999999
Principal Transactions Record: 3
i. Full name of dealer	Millennium Advisors, LLC
ii. SEC file number	8-68349
iii. CRD number	000151236
iv. LEI, if any	254900E1P6Z2XZYSA163
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,071,664.55000000
Principal Transactions Record: 4
i. Full name of dealer	MarketAxess Corporation
ii. SEC file number	8-50727
iii. CRD number	000044542
iv. LEI, if any	GPSMMRI21JE7ZCVYF972
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,742,266.87000000
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,021,468.08000000
Principal Transactions Record: 6
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,296,919.10000000
Principal Transactions Record: 7
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	573,412.35000000
Principal Transactions Record: 8
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,307,909.13999999
Principal Transactions Record: 9
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	14,511,547.17000000
Principal Transactions Record: 10
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,891,013.19000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

40,823,489.18999999

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	13,332,823.64000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 109

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short 20+ Year Treasury
b. Series identication number, if any	S000018721
c. LEI	MNF315G62CW700KJGX62
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short 20+ Year Treasury
ii. Class identification number, if any	C000051851
iii. Ticker symbol, if any	TBF

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 22.28  2. After Fund fees and expenses (i.e., net asset value): 21.25  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 38.82380354  2. After Fund fees and expenses (i.e., net asset value): 38.82603687   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,940.46000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	4,940.46000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,283,272.92000000
Principal Transactions Record: 2
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	173,714,041.55000000
Principal Transactions Record: 3
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	380,662,203.62000000
Principal Transactions Record: 4
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,736,308.50000000
Principal Transactions Record: 5
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	199,229,409.73000000
Principal Transactions Record: 6
i. Full name of dealer	BMO Capital Markets Corp.
ii. SEC file number	8-34344
iii. CRD number	000016686
iv. LEI, if any	RUC0QBLBRPRCU4W1NE59
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	49,255,111.11000000
Principal Transactions Record: 7
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	48,879,941.67000000
Principal Transactions Record: 8
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,285,403,939.36000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

4,211,164,228.46000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	423,769,893.84000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 110

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Dow30
b. Series identication number, if any	S000006823
c. LEI	HLX2KBHZ8O71NCJDVN35
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Dow30
ii. Class identification number, if any	C000018461
iii. Ticker symbol, if any	DXD

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -4.93  2. After Fund fees and expenses (i.e., net asset value): -5.85  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 52.33913387  2. After Fund fees and expenses (i.e., net asset value): 52.33135265   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,141.40000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	3,141.40000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	773,709,448.49000001
Principal Transactions Record: 2
i. Full name of dealer	BMO Capital Markets Corp.
ii. SEC file number	8-34344
iii. CRD number	000016686
iv. LEI, if any	RUC0QBLBRPRCU4W1NE59
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,627,555.55999999
Principal Transactions Record: 3
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,784,346.53000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,775,014.57999999
Principal Transactions Record: 5
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	24,407,868.05999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

872,304,233.22000003

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	117,740,503.39000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 111

Item C.1. Background information.

a. Full Name of the Fund	ProShares DJ Brookfield Global Infrastructure ETF
b. Series identication number, if any	S000040181
c. LEI	549300ZCDYEDZ1ZM1P70
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProSharesDJ Brookfield Global Infrastructure ETF
ii. Class identification number, if any	C000124906
iii. Ticker symbol, if any	TOLZ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.85  2. After Fund fees and expenses (i.e., net asset value): 0.44  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 2.48307867  2. After Fund fees and expenses (i.e., net asset value): 2.48703795   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,709,446.89000000
g. Provide the net income from securities lending activities	31,939.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	CACEIS Bank Spain, S.A.U.
ii. LEI, if any	95980020140005970915
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	FirstRand Bank Limited
ii. LEI, if any	ZAYQDKTCATIXF9OQY690
iii. State, if applicable
iv. Foreign country, if applicable	SOUTH AFRICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	Skandinaviska Enskilda Banken A/S
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Mizuho Bank, Ltd.
ii. LEI, if any	RB0PEZSDGCO3JS6CEU02
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	J.P. Morgan S.A. DTVM
ii. LEI, if any	5493001LS7J56NZZ3G07
iii. State, if applicable
iv. Foreign country, if applicable	BRAZIL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Royal Bank of Canada
ii. LEI, if any	ES7IP3U3RHIGC71XBU11
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Euroclear
ii. LEI, if any	549300OZ46BRLZ8Y6F65
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	UniCredit Bank Austria AG
ii. LEI, if any	D1HEB8VEU6D9M8ZUXG17
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	GREECE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	Skandinaviska Enskilda Banken AB
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	J.P. Morgan Bank Luxembourg S.A.
ii. LEI, if any	549300ZK53CNGEEI6A29
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	Deutsche Bank AG
ii. LEI, if any	7LTWFZYICNSX8D621K86
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	Bank Leumi le-Israel B.M.
ii. LEI, if any	7JDSZWRGUQY2DSTWCR57
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	SEB FINLAND
ii. LEI, if any	F3JS33DEI6XQ4ZBPTN86
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	DBS Bank Ltd
ii. LEI, if any	ATUEL7OJR5057F2PV266
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 25
i. Full name	BNP Paribas
ii. LEI, if any	R0MUWSFPU8MPRO8K5P83
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 26
i. Full name	UBS Switzerland AG
ii. LEI, if any	549300WOIFUSNYH0FL22
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	6,542.13000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	6,542.13000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	432,697.16000000
Principal Transactions Record: 2
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,612,505.34000000
Principal Transactions Record: 3
i. Full name of dealer	Jane Street Capital, LLC
ii. SEC file number	8-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,992,242.50999999
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,264,284.78000000
Principal Transactions Record: 5
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,118,021.45000000
Principal Transactions Record: 6
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,519,348.08999999
Principal Transactions Record: 7
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	45,087,981.21999999
Principal Transactions Record: 8
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	8-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,102,571.81999999
Principal Transactions Record: 9
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	89,224,215.90000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

159,353,868.27000001

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	154,732,428.24000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 112

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort QQQ
b. Series identication number, if any	S000006824
c. LEI	I6KMEB46QTEY9DWWIG58
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort QQQ
ii. Class identification number, if any	C000018462
iii. Ticker symbol, if any	QID

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -45.53  2. After Fund fees and expenses (i.e., net asset value): -46.19  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 81.79750901  2. After Fund fees and expenses (i.e., net asset value): 81.79167835   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,138.95000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	8,138.95000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	245,229,637.47999999
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	74,712,253.82999999
Principal Transactions Record: 3
i. Full name of dealer	UMB Financial Services, Inc.
ii. SEC file number	8-34999
iii. CRD number	000017073
iv. LEI, if any	254900GFVO9NGQ21JC37
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	74,053,614.59000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	321,507,719.44000000
Principal Transactions Record: 5
i. Full name of dealer	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	124,501,153.47000000
Principal Transactions Record: 6
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,900,406,343.96999980
Principal Transactions Record: 7
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	197,582,889.00000000
Principal Transactions Record: 8
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	273,271,856.38999999
Principal Transactions Record: 9
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	84,156,483.68999999
Principal Transactions Record: 10
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	99,110,958.32999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

5,527,864,000.75000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	467,509,914.72000003
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 113

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short QQQ
b. Series identication number, if any	S000006831
c. LEI	Q95Y09OLRIOMH8CB3M62
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short QQQ
ii. Class identification number, if any	C000018469
iii. Ticker symbol, if any	PSQ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -26.51  2. After Fund fees and expenses (i.e., net asset value): -27.34  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 54.51578761  2. After Fund fees and expenses (i.e., net asset value): 54.50763806   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	14,920.35000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	14,920.35000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	306,684,126.51999998
Principal Transactions Record: 2
i. Full name of dealer	UMB Financial Services, Inc.
ii. SEC file number	8-34999
iii. CRD number	000017073
iv. LEI, if any	254900GFVO9NGQ21JC37
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	148,151,621.52000001
Principal Transactions Record: 3
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,127,576,281.06999990
Principal Transactions Record: 4
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	617,850,179.17999995
Principal Transactions Record: 5
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	420,650,406.30000001
Principal Transactions Record: 6
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	256,072,092.78000000
Principal Transactions Record: 7
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	10,432,539,237.98000000
Principal Transactions Record: 8
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	394,039,233.98000002
Principal Transactions Record: 9
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	196,518,783.68000001
Principal Transactions Record: 10
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,076,532,230.57999990

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

15,198,450,772.58000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,465,641,645.45000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 114

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro MidCap400
b. Series identication number, if any	S000024920
c. LEI	YELLSFUO2ZS3VU6OFQ93
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro MidCap400
ii. Class identification number, if any	C000074110
iii. Ticker symbol, if any	UMDD

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -25.41  2. After Fund fees and expenses (i.e., net asset value): -26.10  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 45.92322036  2. After Fund fees and expenses (i.e., net asset value): 22.97064574   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	142,112.68471232
g. Provide the net income from securities lending activities	4,590.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	142.03000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,975.76999999
Brokers Record: 3
i. Full name of broker	Societe Generale
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	O2RNE8IBXP4R0TD8PU41
v. State, if applicable
vi. Foreign country, if applicable	FRANCE
vii. Gross commissions paid by the Fund for the reporting period	348.80000000
Brokers Record: 4
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	325.66000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	4,792.25999999

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	576.77000000
Principal Transactions Record: 2
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	887.47000000
Principal Transactions Record: 3
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	426,027.68000000
Principal Transactions Record: 4
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	11,977,204.01000000
Principal Transactions Record: 5
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	76,791,902.89000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

89,196,598.82000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	26,606,258.41000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 115

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short FTSE China 50
b. Series identication number, if any	S000018719
c. LEI	4FS46YNFSZ3Y6KBFLS21
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short FTSE China 50
ii. Class identification number, if any	C000051849
iii. Ticker symbol, if any	YXI

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 27.43  2. After Fund fees and expenses (i.e., net asset value): 26.39  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 61.78283922  2. After Fund fees and expenses (i.e., net asset value): 61.78496784   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	53,304,507.75000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

53,304,507.75000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	9,124,236.22230769
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 116

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Energy
b. Series identication number, if any	S000014304
c. LEI	FQG71REHBHQSGRANGU57
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Energy
ii. Class identification number, if any	C000038863
iii. Ticker symbol, if any	DUG

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 1.37  2. After Fund fees and expenses (i.e., net asset value): 0.47  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 97.93739029  2. After Fund fees and expenses (i.e., net asset value): 97.93897934   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	320,531,814.19000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

320,531,814.19000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	32,795,026.73000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 117

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort Nasdaq Biotechnology
b. Series identication number, if any	S000018724
c. LEI	PTULAHCC8IQGXP6RZP70
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort Nasdaq Biotechnology
ii. Class identification number, if any	C000051854
iii. Ticker symbol, if any	BIS

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -36.77  2. After Fund fees and expenses (i.e., net asset value): -37.47  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 71.72571730  2. After Fund fees and expenses (i.e., net asset value): 71.72652297   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	54,442,643.99000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

54,442,643.99000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	7,009,388.90000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 118

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraShort MSCI EAFE
b. Series identication number, if any	S000018730
c. LEI	3FYE43KLL6WRPIO6NV87
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraShort MSCI EAFE
ii. Class identification number, if any	C000051860
iii. Ticker symbol, if any	EFU

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -13.38  2. After Fund fees and expenses (i.e., net asset value): -14.23  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 53.29634091  2. After Fund fees and expenses (i.e., net asset value): 53.28982825   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	69,362,962.51999999

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

69,362,962.51999999

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	5,251,310.67000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 119

Item C.1. Background information.

a. Full Name of the Fund	ProShares UltraPro Short QQQ
b. Series identication number, if any	S000024909
c. LEI	KC8ZSAS0N653Z8PPTO65
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares UltraPro Short QQQ
ii. Class identification number, if any	C000074099
iii. Ticker symbol, if any	SQQQ

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: -64.11  2. After Fund fees and expenses (i.e., net asset value): -64.60  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 109.06089495  2. After Fund fees and expenses (i.e., net asset value): 109.05780297   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	82,977.64999999
b. Aggregate brokerage commissions paid by Fund during the reporting period:	82,977.64999999

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	8-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,388,226,872.10999990
Principal Transactions Record: 2
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	8-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,568,175,500.44999980
Principal Transactions Record: 3
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	8-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	4,411,628,373.54000000
Principal Transactions Record: 4
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,419,701,613.69000010
Principal Transactions Record: 5
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,543,504,434.55000020
Principal Transactions Record: 6
i. Full name of dealer	Barclays Capital, Inc.
ii. SEC file number	8-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,976,816,425.05000000
Principal Transactions Record: 7
i. Full name of dealer	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	986,673,749.99000001
Principal Transactions Record: 8
i. Full name of dealer	BMO Capital Markets Corp.
ii. SEC file number	8-34344
iii. CRD number	000016686
iv. LEI, if any	RUC0QBLBRPRCU4W1NE59
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	981,387,972.20000005
Principal Transactions Record: 9
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	44,412,708,270.07000000
Principal Transactions Record: 10
i. Full name of dealer	Bank of Montreal
ii. SEC file number	N/A
iii. CRD number	N/A
iv. LEI, if any	NQQ6HPCNCCU6TUTQYE16
v. State, if applicable
vi. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,382,046,700.02000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

67,408,131,849.50000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	4,620,322,840.77000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 120

Item C.1. Background information.

a. Full Name of the Fund	ProShares Short Financials
b. Series identication number, if any	S000014276
c. LEI	GK4TU6C1B5LXPX6BWP64
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares Short Financials
ii. Class identification number, if any	C000038835
iii. Ticker symbol, if any	SEF

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 19.25  2. After Fund fees and expenses (i.e., net asset value): 18.2  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 44.45367061  2. After Fund fees and expenses (i.e., net asset value): 44.45518260   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00000000
g. Provide the net income from securities lending activities	0.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	236,612,606.44000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

236,612,606.44000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	31,725,067.00000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 121

Item C.1. Background information.

a. Full Name of the Fund	ProShares S&P Technology Dividend Aristocrats ETF
b. Series identication number, if any	S000066435
c. LEI	549300M47OBENRBIPT84
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	0
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	ProShares S&P Technology Dividend Aristocrats ETF
ii. Class identification number, if any	C000214314
iii. Ticker symbol, if any	TDV

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.04  2. After Fund fees and expenses (i.e., net asset value): -0.44  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.08912143  2. After Fund fees and expenses (i.e., net asset value): 0.08923312   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	JPMorgan Chase Bank NA
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	JPMorgan Chase Bank NA
2. LEI, if any, of person providing indemnification	7H6GLXDRUGQFU57RNE97

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	4,183,602.39000000
g. Provide the net income from securities lending activities	7,031.00000000

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	PROSHARE ADVISORS LLC
ii. SEC file number ( e.g., 801- )	801-64181
iii.CRD number	000134155
iv. LEI, if any	549300EP8KSLVZGKGX97
v. State, if applicable	MARYLAND
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii.SEC file number ( e.g., 84- or 85- )	84-11374
iii. LEI, if any	7H6GLXDRUGQFU57RNE97
iv. State, if applicable	NEW YORK
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Pricing & Reference Data, LLC
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv Global Markets Inc.(an LSEG Business)
ii. LEI, if any, or provide and describe other identifying number	000109120
Description of other identifying number	CRD
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	JPMorgan Chase Bank, N.A.
ii. LEI, if any	7H6GLXDRUGQFU57RNE97
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	JPMORGAN CHASE BANK, N.A.
ii. LEI, if any, or other identifying number	7H6GLXDRUGQFU57RNE97
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

a. Full name
b. SEC file number
c. CRD number
d. LEI, if any
e. State, if applicable
f. Foreign country, if applicable
g. Total commissions paid to the affiliated broker-dealer for the reporting period:

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	BofA Securities, Inc.
ii. SEC file number	8-69787
iii. CRD number	000283942
iv. LEI, if any	549300HN4UKV1E2R3U73
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	819.48000000
Brokers Record: 2
i. Full name of broker	Susquehanna Financial Group, LLLP
ii. SEC file number	8-44325
iii. CRD number	000035865
iv. LEI, if any	549300E8QX0ZMRDC2M81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,486.68000000
Brokers Record: 3
i. Full name of broker	BNP Paribas Securities Corp.
ii. SEC file number	8-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	33.67000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	9,339.83000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	8-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,046,289.44000000
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Inc.
ii. SEC file number	8-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	12,871,564.28999999
Principal Transactions Record: 3
i. Full name of dealer	RBC Capital Markets, LLC
ii. SEC file number	8-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	41,350,679.67000000
Principal Transactions Record: 4
i. Full name of dealer	Citadel Securities LLC
ii. SEC file number	8-53574
iii. CRD number	000116797
iv. LEI, if any	12UUJYTN7D3SW8KCSG25
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	37,995,350.81000000
Principal Transactions Record: 5
i. Full name of dealer	SG Americas Securities, LLC
ii. SEC file number	8-66125
iii. CRD number	000128351
iv. LEI, if any	549300F35UE0BOM1WJ55
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,338,881.73000000
Principal Transactions Record: 6
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	8-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	11,557,286.10000000
Principal Transactions Record: 7
i. Full name of dealer	ABN AMRO Clearing Chicago LLC
ii. SEC file number	8-34354
iii. CRD number	000014020
iv. LEI, if any	549300U16G4LU3V6C598
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	3,430,271.28000000
Principal Transactions Record: 8
i. Full name of dealer	Virtu Americas LLC
ii. SEC file number	8-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	21,687,317.01000000
Principal Transactions Record: 9
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	8-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	6,263,163.95000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

150,540,804.28000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	122,850,590.35000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No