Report of Independent Registered Public Accounting Firm
To the Board of Trustees of ProShares Trust and Shareholders of each of the one hundred nineteen 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, 2022, 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.
Big Data Refiners ETF |
| Short Dow30SM |
| Ultra Telecommunications |
Bitcoin Strategy ETF |
| Short Financials |
| Ultra Utilities |
Decline of the Retail Store ETF |
| Short FTSE China 50 |
| UltraPro Dow30SM |
DJ Brookfield Global Infrastructure ETF |
| Short High Yield |
| UltraPro MidCap400 |
Equities for Rising Rates ETF |
| Short MidCap-400 |
| UltraPro QQQ |
Global Listed Private Equity ETF |
| Short MSCI EAFE |
| UltraPro Russel12000 |
Hedge Replication ETF |
| Short MSCI Emerging Markets |
| UltraPro S&P500® |
High Yield-Interest Rate Hedged |
| Short QQQ |
| UltraPro Short 20+ Year Treasury |
Inflation Expectations ETF |
| Short Real Estate |
| UltraPro Short Dow30SM |
Investment Grade—Interest Rate Hedged |
| Short Russell2000 |
| UltraPro Short MidCap400 |
K-1 Free Crude Oil Strategy ETF |
| Short S&P500® |
| UltraPro Short QQQ |
Large Cap Core Plus |
| Short SmallCap600 |
| UltraPro Short Russell2000 |
Long Online/Short Stores ETF |
| Ultra 7-10 Year Treasury |
| UltraPro Short S&P500® |
Merger ETF |
| Ultra 20+ Year Treasury |
| UltraShort 7-10 Year Treasury |
Metaverse ETF |
| Ultra Basic Materials |
| UltraShort 20+ Year Treasury |
MSCI EAFE Dividend Growers ETF |
| Ultra Consumer Goods |
| UltraShort Basic Materials |
MSCI Emerging Markets Dividend Growers ETF |
| Ultra Consumer Services |
| UltraShort Consumer Goods |
MSCI Europe Dividend Growers ETF |
| Ultra Dow30SM |
| UltraShort Consumer Services |
MSCI Transformational Changes ETF |
| Ultra Financials |
| UltraShort Dow30SM |
Nanotechnology ETF |
| Ultra FTSE China 50 |
| UltraShort Financials |
Nasdaq-100 Dorsey Wright Momentum ETF |
| Ultra FTSE Europe |
| UltraShort FTSE China 50 |
On-Demand ETF |
| Ultra Health Care |
| UltraShort FTSE Europe |
Online Retail ETF |
| Ultra High Yield |
| UltraShort Health Care |
Pet Care ETF |
| Ultra Industrials |
| UltraShort Industrials |
Russell 2000 Dividend Growers ETF |
| Ultra MidCap400 |
| UltraShort MidCap-400 |
Russell U.S. Dividend Growers ETF |
| Ultra MSCI Brazil Capped |
| UltraShort MSCI Brazil Capped |
S&P 500® Bond ETF |
| Ultra MSCI EAFE |
| UltraShort MSCI EAFE |
S&P 500® Dividend Aristocrats ETF |
| Ultra MSCI Emerging Markets |
| UltraShort MSCI Emerging Markets |
S&P 500® Ex-Energy ETF |
| Ultra MSCI Japan |
| UltraShort MSCI Japan |
S&P 500® Ex-Financials ETF |
| Ultra Nasdaq Biotechnology |
| UltraShort Nasdaq Biotechnology |
S&P 500® Ex-Health Care ETF |
| Ultra Nasdaq Cloud Computing |
| UltraShort Oil & Gas |
S&P 500® Ex-Technology ETF |
| Ultra Nasdaq Cybersecurity |
| UltraShort QQQ |
S&P Kensho Cleantech ETF |
| Ultra Oil & Gas |
| UltraShort Real Estate |
S&P Kensho Smart Factories ETF |
| Ultra QQQ |
| UltraShort Russell2000 |
S&P MidCap 400® Dividend Aristocrats ETF |
| Ultra Real Estate |
| UltraShort S&P500® |
S&P Technology Dividend Aristocrats ETF |
| Ultra Russell2000 |
| UltraShort Semiconductors |
Smart Materials ETF |
| Ultra S&P500® |
| UltraShort SmallCap600 |
Supply Chain Logistics ETF |
| Ultra Semiconductors |
| UltraShort Technology |
Short 7-10 Year Treasury |
| Ultra SmallCap600 |
| UltraShort Utilities |
Short 20+ Year Treasury |
| Ultra Technology |
|
|
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, 2022.
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, 2022