| (1) | Another series of the Registrant that is registering the offering of Common Units of Beneficial Interest pursuant to a separate Registration Statement on Form S-3, as amended (File No. 333-259576), which was initially filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2021 (the “New VIX S-3 Registration Statement”), ProShares Ultra VIX Short-Term Futures ETF, is carrying forward a portion of the value of the unsold Common Units of Beneficial Interest offered thereby pursuant to the Registration Statement on Form S-3, as amended (File No. 333-253088), which was initially filed with the SEC on February 12, 2021 and declared effective by the SEC on March 29, 2021 (the “Prior VIX S-3 Registration Statement”). ProShares Ultra Bloomberg Crude Oil is not carrying forward the remaining $1,500,000,000 value of the unsold Common Units of Beneficial Interest offered thereby pursuant to the Registration Statement on Form S-3, as amended (File No. 333-253163), which was initially filed with the SEC on February 16, 2021 and declared effective by the SEC on March 29, 2021 (the “Prior Commodity S-3 Registration Statement”). Pursuant to Rule 457(p) under the 1933 Act, the Registrant hereby offsets a portion of the remaining amount of the registration fee due in connection with the registration of $2,009,782,295 in additional value of Common Units of Beneficial Interest relating to ProShares Ultra VIX Short-Term Futures ETF by allocating the credit received from the registration fees previously paid ($192,120) in connection with unsold Common Units of Beneficial Interest relating to ProShares Ultra Bloomberg Crude Oil. |
