N-CEN:Part A: General Information

Item A.1. Reporting period covered.

a. Report for period ending:

2020-05-31

b. Does this report cover a period of less than 12 months?

Yes

N-CEN:Part B: Information About the Registrant

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

7501 Wisconsin Avenue

Street 2

Suite 1000

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)

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: 2

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: 3

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: 4

a. Name of person (e.g., a custodian of records)

ProShare Advisors LLC

b. Street 1

7501 Wisconsin Avenue

Street 2

Suite 1000E

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: 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

b. Is this the last filing on this form by the Registrant?

Yes

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

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
Checkbox not checked

b. Closed-end management investment company registered under the Act on Form N-2
Checkbox not checked

c. Separate account offering variable annuity contracts which is registered under the Act as a management investment company on Form N-3
Checkbox not checked

d. Separate account offering variable annuity contracts which is registered under the Act as a unit investment trust on Form N-4
Checkbox not checked

e. Small business investment company registered under the Act on Form N-5
Checkbox not checked

f. Separate account offering variable insurance contracts which is registered under the Act as a unit investment trust on Form N-6
Checkbox not checked

g. Unit investment trust registered under the Act on Form N-8B-2

i. Total number of Series of the Registrant

114

ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information:

Terminated Organization Record: 1

i. Name of the Series

ProShares UltraPro Nasdaq Biotechnology

ii. Series identification number

S000049733

iii. Date of termination (month/year)

04/2020

ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information:

Terminated Organization Record: 2

i. Name of the Series

ProShares UltraPro Short Financial Select Sector

ii. Series identification number

S000037031

iii. Date of termination (month/year)

04/2020

ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information:

Terminated Organization Record: 3

i. Name of the Series

ProShares UltraPro Financial Select Sector

ii. Series identification number

S000037029

iii. Date of termination (month/year)

04/2020

ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information:

Terminated Organization Record: 4

i. Name of the Series

ProShares Ultra Gold Miners

ii. Series identification number

S000048127

iii. Date of termination (month/year)

08/2019

ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information:

Terminated Organization Record: 5

i. Name of the Series

ProShares UltraShort Gold Miners

ii. Series identification number

S000048126

iii. Date of termination (month/year)

08/2019

ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information:

Terminated Organization Record: 6

i. Name of the Series

ProShares UltraPro Communication Services Select Sector

ii. Series identification number

S000062450

iii. Date of termination (month/year)

04/2020

ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information:

Terminated Organization Record: 7

i. Name of the Series

ProShares UltraPro Short Communication Services Select Sector

ii. Series identification number

S000062448

iii. Date of termination (month/year)

04/2020

ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information:

Terminated Organization Record: 8

i. Name of the Series

ProShares CDS Short North American HY Credit ETF

ii. Series identification number

S000041848

iii. Date of termination (month/year)

08/2019

ii. If a Series of the Registrant with a fiscal year end covered by the report was terminated during the reporting period, provide the following information:

Terminated Organization Record: 9

i. Name of the Series

ProShares UltraPro Short Nasdaq Biotechnology

ii. Series identification number

S000049728

iii. Date of termination (month/year)

04/2020

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

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

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

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

Director Record: 2

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

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

Director Record: 3

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

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

Director Record: 4

a. Full Name

William D. Fertig

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

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

7501 Wisconsin Avenue

Street Address 2

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

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

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

b. Has any proceeding previously reported been terminated?

Yes

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

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

i. If yes, were any claims filed under the policy during the reporting period with respect to the Registrant?

Yes

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

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

Release number Record: 1

i. If yes, provide below the release number for each order

IC-30562

Release number Record: 2

i. If yes, provide below the release number for each order

IC-27658

Release number Record: 3

i. If yes, provide below the release number for each order

IC-28724

Release number Record: 4

i. If yes, provide below the release number for each order

IC-30605

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

b. Have any principal underwriters been hired or terminated during the reporting period?

Yes

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

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

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

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

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

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

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

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 Ultra MSCI Japan

ii. Series identification number

S000022304

N-CEN:Part C: Additional Questions for Management Investment Companies

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 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

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

a. How many Classes of shares of the Fund (if any) are authorized?

b. How many new Classes of shares of the Fund were added during the reporting period?

c. How many Classes of shares of the Fund were terminated during the reporting period?

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. Checkbox checked

Exchange-Traded Fund
ii. Checkbox not checked

Exchange-Traded Managed Fund
b. Checkbox checked

Index Fund
i. Is the index whose performance the Fund tracks, constructed:

1. By an affiliated person of the fund?

Yes

2. Exclusively for the fund?

Yes

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:

-20.58000000

2. After Fund fees and expenses (i.e., net asset value):

-21.30000000

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:

49.53926264

2. After Fund fees and expenses (i.e., net asset value):

39.86603724

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. Checkbox not checked

Interval Fund
e. Checkbox not checked

Fund of Funds
f. Checkbox not checked

Master-Feeder Fund
g. Checkbox not checked

Money Market Fund
h. Checkbox not checked

Target Date Fund
i. Checkbox not checked

Underlying fund to a variable annuity or variable life insurance contract
Checkbox not checked

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

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

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

b. Did the Fund lend any of its securities during the reporting period?

Yes

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

2. The Fund was otherwise adversely impacted?

Yes

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

iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?

Yes

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

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:

Collateral Managers Record: 1

i. Full name of cash collateral manager:

JPMorgan Chase Bank NA

ii. LEI, if any:

7H6GLXDRUGQFU57RNE97

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

iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?

Yes

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):

i. Revenue sharing split
Checkbox not checked

ii. Non-revenue sharing split (other than administrative fee)
Checkbox not checked

iii. Administrative fee
Checkbox not checked

iv. Cash collateral reinvestment fee
Checkbox not checked

v. Indemnification fee
Checkbox not checked

vi. Other

N/A

f. Provide the monthly average of the value of portfolio securities on loan during the reporting period

377453.75000000

g. Provide the net income from securities lending activities

1937.00000000

Item C.7. Reliance on certain rules.

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

a. Rule 10f-3 (17 CFR 270.10f-3)
Checkbox not checked

b. Rule 12d1-1 (17 CFR 270.12d1-1)
Checkbox not checked

c. Rule 15a-4 (17 CFR 270.15a-4)
Checkbox not checked

d. Rule 17a-6 (17 CFR 270.17a-6)
Checkbox checked

e. Rule 17a-7 (17 CFR 270.17a-7)
Checkbox not checked

f. Rule 17a-8 (17 CFR 270.17a-8)
Checkbox checked

g. Rule 17e-1 (17 CFR 270.17e-1)
Checkbox not checked

h. Rule 22d-1 (17 CFR 270.22d-1)
Checkbox not checked

i. Rule 23c-1 (17 CFR 270.23c-1)
Checkbox not checked

j. Rule 32a-4 (17 CFR 270.32a-4)
Checkbox not checked

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

b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?

Yes

c. Are the fees waived subject to recoupment?

Yes

d. Were any expenses previously waived recouped during the period?

Yes

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- )

801-13329

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

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

viii. Was the sub-adviser hired during the reporting period?

Yes

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

vii. Is the transfer agent a sub-transfer agent?

Yes

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

Yes

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

DELAWARE

iv. Foreign country, if applicable

UNITED STATES OF AMERICA

v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?

Yes

Pricing Services Record: 2

i. Full name

Thomson Reuters Global Markets Inc.

ii. LEI, if any, or provide and describe other identifying number

000109120

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

Pricing Services Record: 3

i. Full name

ICE Data Pricing & Reference Data LLC

ii. LEI, if any, or provide and describe other identifying number

000110037

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

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

Yes

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

vi. Is the custodian a sub-custodian?

Yes

vii. With respect to the custodian, check below to indicate the type of custody:

1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1))
Radio button not checked

2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1)
Radio button not checked

3.Self - rule 17f-2 (17 CFR 270.17f-2)
Radio button not checked

4.Securities depository - rule 17f-4 (17 CFR 270.17f-4)
Radio button not checked

5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5)
Radio button not checked

6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6)
Radio button not checked

7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7)
Radio button not checked

8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2)
Radio button not checked

9.Other

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

Yes

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

vi. Is the shareholder servicing agent a sub-shareholder servicing agent?

Yes

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

Yes

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

vi. Is the administrator a sub-administrator?

Yes

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

vi. Is the administrator a sub-administrator?

Yes

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

Yes

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

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. Gross commissions paid by the Fund for the reporting period

34594.00000000

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

5775.00000000

Brokers Record: 3

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

595.00000000

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

40964.00000000

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

Virtu Financial BD LLC

ii. SEC file number

8-68015

iii. CRD number

000148390

iv. LEI, if any

54930088MP91YZQJT494

v. State, if applicable

TEXAS

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

4206388.00000000

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:

13156472.00000000

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:

131322235.00000000

Principal Transactions Record: 4

i. Full name of dealer

ABN AMRO Securities (USA) LLC

ii. SEC file number

8-68398

iii. CRD number

000151796

iv. LEI, if any

549300FIFV1CB6HD9A14

v. State, if applicable

NEW YORK

vi. Foreign country, if applicable

UNITED STATES OF AMERICA

vii. Total value of purchases and sales (excluding maturing securities) with Fund:

18250547.00000000

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:

698854511.00000000

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

865790153.00000000

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

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

692166859.94000000

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

b. Did the Fund engage in interfund lending?

Yes

c.Did the Fund engage in interfund borrowing?

Yes

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

Management Investment Record: 2

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

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

a. How many Classes of shares of the Fund (if any) are authorized?

b. How many new Classes of shares of the Fund were added during the reporting period?

c. How many Classes of shares of the Fund were terminated during the reporting period?

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.

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. Checkbox checked

Exchange-Traded Fund
ii. Checkbox not checked

Exchange-Traded Managed Fund
b. Checkbox checked

Index Fund
i. Is the index whose performance the Fund tracks, constructed:

1. By an affiliated person of the fund?

Yes

2. Exclusively for the fund?

Yes

1. Before Fund fees and expenses:

-67.20000000

2. After Fund fees and expenses (i.e., net asset value):

-67.85000000

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:

66.52016997

2. After Fund fees and expenses (i.e., net asset value):

66.51469593

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. Checkbox not checked

Interval Fund
e. Checkbox not checked

Fund of Funds
f. Checkbox not checked

Master-Feeder Fund
g. Checkbox not checked

Money Market Fund
h. Checkbox not checked

Target Date Fund
i. Checkbox not checked

Underlying fund to a variable annuity or variable life insurance contract
Checkbox not checked

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

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

Item C.6. Securities lending.

a. Is the Fund authorized to engage in securities lending transactions?

Yes

b. Did the Fund lend any of its securities during the reporting period?

Yes

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

iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?

Yes

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

Collateral Managers Record: 1

i. Full name of cash collateral manager:

JPMorgan Chase Bank NA

ii. LEI, if any:

7H6GLXDRUGQFU57RNE97

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

iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?

Yes

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):

i. Revenue sharing split
Checkbox not checked

ii. Non-revenue sharing split (other than administrative fee)
Checkbox not checked

iii. Administrative fee
Checkbox not checked

iv. Cash collateral reinvestment fee
Checkbox not checked

v. Indemnification fee
Checkbox not checked

vi. Other

N/A

f. Provide the monthly average of the value of portfolio securities on loan during the reporting period

0.00000000