Report of Independent Registered Public Accounting Firm
To the Board of Trustees of ProShares Trust and Shareholders of each of the one hundred fourteen funds listed below
In planning and performing our audits of the financial statements of each of the funds listed below (constituting ProShares Trust, hereafter collectively referred to as the “Funds”) as of and for the year or period ended May 31, 2020, 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.
Decline of the Retail Store ETF |
| Short MidCap400 |
| UltraPro Dow30SM |
DJ Brookfield Global Infrastructure ETF |
| Short MSCI EAFE |
| UltraPro MidCap400 |
Equities for Rising Rates ETF |
| Short MSCI Emerging Markets |
| UltraPro QQQ |
Global Listed Private Equity ETF |
| Short Oil & Gas |
| UltraPro Russell2000 |
Hedge Replication ETF |
| Short QQQ |
| UltraPro S&P500® |
High Yield-Interest Rate Hedged |
| Short Real Estate |
| UltraPro Short 20+ Year Treasury |
Inflation Expectations ETF |
| Short Russell2000 |
| UltraPro Short Dow30SM |
Investment Grade—Interest Rate Hedged |
| Short S&P500® |
| UltraPro Short MidCap400 |
K-1 Free Crude Oil Strategy ETF |
| Short SmallCap600 |
| UltraPro Short QQQ |
Large Cap Core Plus |
| Ultra 7-10 Year Treasury |
| UltraPro Short Russell2000 |
Long Online/Short Stores ETF |
| Ultra 20+ Year Treasury |
| UltraPro Short S&P500® |
Managed Futures Strategy ETF |
| Ultra Basic Materials |
| UltraShort 7-10 Year Treasury |
Merger ETF |
| Ultra Communication Services Select Sector |
| UltraShort 20+ Year Treasury |
Morningstar Alternatives Solution ETF |
| Ultra Consumer Goods |
| UltraShort Basic Materials |
MSCI EAFE Dividend Growers ETF |
| Ultra Consumer Services |
| UltraShort Communication Services Select Sector |
MSCI Emerging Markets Dividend Growers ETF |
| Ultra Dow30SM |
| UltraShort Consumer Goods |
MSCI Europe Dividend Growers ETF |
| Ultra Financials |
| UltraShort Consumer Services |
Online Retail ETF |
| Ultra FTSE China 50 |
| UltraShort Dow30SM |
Pet Care ETF |
| Ultra FTSE Europe |
| UltraShort Financials |
RAFITM Long/Short |
| Ultra Health Care |
| UltraShort FTSE China 50 |
Russell 2000 Dividend Growers ETF |
| Ultra High Yield |
| UltraShort FTSE Europe |
Russell U.S. Dividend Growers ETF |
| Ultra Industrials |
| UltraShort Health Care |
S&P 500® Bond ETF |
| Ultra MidCap400 |
| UltraShort Industrials |
S&P 500® Dividend Aristocrats ETF |
| Ultra MSCI Brazil Capped |
| UltraShort MidCap400 |
S&P 500® Ex-Energy ETF |
| Ultra MSCI EAFE |
| UltraShort MSCI Brazil Capped |
S&P 500® Ex-Financials ETF |
| Ultra MSCI Emerging Markets |
| UltraShort MSCI EAFE |
S&P 500® Ex-Health Care ETF |
| Ultra MSCI Japan |
| UltraShort MSCI Emerging Markets |
S&P 500® Ex-Technology ETF |
| Ultra Nasdaq Biotechnology |
| UltraShort MSCI Japan |
S&P MidCap 400® Dividend Aristocrats ETF |
| Ultra Oil & Gas |
| UltraShort Nasdaq Biotechnology |
S&P Technology Dividend Aristocrats ETF |
| Ultra QQQ |
| UltraShort Oil & Gas |
Short Term USD Emerging Markets Bond ETF |
| Ultra Real Estate |
| UltraShort QQQ |
Short 7-10 Year Treasury |
| Ultra Russell2000 |
| UltraShort Real Estate |
Short 20+ Year Treasury |
| Ultra S&P500® |
| UltraShort Russell2000 |
Short Basic Materials |
| Ultra Semiconductors |
| UltraShort S&P500® |
Short Dow30SM |
| Ultra SmallCap600 |
| UltraShort Semiconductors |
Short Financials |
| Ultra Technology |
| UltraShort SmallCap600 |
Short FTSE China 50 |
| Ultra Telecommunications |
| UltraShort Technology |
Short High Yield |
| Ultra Utilities |
| UltraShort Utilities |
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, 2020.
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
Baltimore, Maryland
July 27, 2020