Report of Independent Registered Public Accounting Firm
To the Board of Trustees of ProShares Trust and Shareholders of each of the one hundred twenty one funds listed below
In planning and performing our audits of the financial statements of
CDS Short North American HY Credit ETF |
| Short QQQ |
| UltraPro QQQ |
Decline of the Retail Store ETF |
| Short Real Estate |
| UltraPro Russell2000 |
DJ Brookfield Global Infrastructure ETF |
| Short Russell2000 |
| UltraPro S&P500® |
Equities for Rising Rates ETF |
| Short S&P500® |
| UltraPro Short 20+ Year Treasury |
Global Listed Private Equity ETF |
| Short SmallCap600 |
| UltraPro Short Communication Services Select Sector |
Hedge Replication ETF |
| Ultra 7-10 Year Treasury |
| UltraPro Short Dow30SM |
High Yield-Interest Rate Hedged |
| Ultra 20+ Year Treasury |
| UltraPro Short Financial Select Sector |
Inflation Expectations ETF |
| Ultra Basic Materials |
| UltraPro Short MidCap400 |
Investment Grade—Interest Rate Hedged |
| Ultra Communication Services Select Sector |
| UltraPro Short Nasdaq Biotechnology |
K-1 Free Crude Oil Strategy ETF |
| Ultra Consumer Goods |
| UltraPro Short QQQ |
Large Cap Core Plus |
| Ultra Consumer Services |
| UltraPro Short Russell2000 |
Long Online/Short Stores ETF |
| Ultra Dow30SM |
| UltraPro Short S&P500® |
Managed Futures Strategy ETF |
| Ultra Financials |
| UltraShort 7-10 Year Treasury |
Merger ETF |
| Ultra FTSE China 50 |
| UltraShort 20+ Year Treasury |
Morningstar Alternatives Solution ETF |
| Ultra FTSE Europe |
| UltraShort Basic Materials |
MSCI EAFE Dividend Growers ETF |
| Ultra Gold Miners |
| UltraShort Communication Services Select Sector |
MSCI Emerging Markets Dividend Growers ETF |
| Ultra Health Care |
| UltraShort Consumer Goods |
MSCI Europe Dividend Growers ETF |
| Ultra High Yield |
| UltraShort Consumer Services |
Online Retail ETF |
| Ultra Industrials |
| UltraShort Dow30SM |
Pet Care ETF |
| Ultra MidCap400 |
| UltraShort Financials |
RAFITM Long/Short |
| Ultra MSCI Brazil Capped |
| UltraShort FTSE China 50 |
Russell 2000 Dividend Growers ETF |
| Ultra MSCI EAFE |
| UltraShort FTSE Europe |
S&P 500® Bond ETF |
| Ultra MSCI Emerging Markets |
| UltraShort Gold Miners |
S&P 500® Dividend Aristocrats ETF |
| Ultra MSCI Japan |
| UltraShort Health Care |
S&P 500® Ex-Energy ETF |
| Ultra Nasdaq Biotechnology |
| UltraShort Industrials |
S&P 500® Ex-Financials ETF |
| Ultra Oil & Gas |
| UltraShort MidCap400 |
S&P 500® Ex-Health Care ETF |
| Ultra QQQ |
| UltraShort MSCI Brazil Capped |
S&P 500® Ex-Technology ETF |
| Ultra Real Estate |
| UltraShort MSCI EAFE |
S&P MidCap 400® Dividend Aristocrats ETF |
| Ultra Russell2000 |
| UltraShort MSCI Emerging Markets |
Short Term USD Emerging Markets Bond ETF |
| Ultra S&P500® |
| UltraShort MSCI Japan |
Short 7-10 Year Treasury |
| Ultra Semiconductors |
| UltraShort Nasdaq Biotechnology |
Short 20+ Year Treasury |
| Ultra SmallCap600 |
| UltraShort Oil & Gas |
Short Basic Materials |
| Ultra Technology |
| UltraShort QQQ |
Short Dow30SM |
| Ultra Telecommunications |
| UltraShort Real Estate |
Short Financials |
| Ultra Utilities |
| UltraShort Russell2000 |
Short FTSE China 50 |
| UltraPro Communication Services Select Sector |
| UltraShort S&P500® |
Short High Yield |
| UltraPro Dow30SM |
| UltraShort Semiconductors |
Short MidCap400 |
| UltraPro Financial Select Sector |
| UltraShort SmallCap600 |
Short MSCI EAFE |
| UltraPro MidCap400 |
| UltraShort Technology |
Short MSCI Emerging Markets |
| UltraPro Nasdaq Biotechnology |
| UltraShort Utilities |
Short Oil & Gas |
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(constituting ProShares Trust, hereafter collectively referred to as the “Funds”) as of and for the year or period ended May 31, 2019, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Funds’ internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Funds’ internal control over financial reporting.
The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Funds’ internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Funds’ internal control over financial reporting and their operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of May 31, 2019.
This report is intended solely for the information and use of the Board of Trustees of ProShares Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/PricewaterhouseCoopers LLP |
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Baltimore, Maryland |
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July 26, 2019 |
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