Report of Independent Registered Public Accounting Firm

To the Board of Trustees of ProShares Trust and Shareholders
of each of funds listed in Appendix A

In planning and performing our audits of the financial
statements of each of the funds listed in Appendix A
(constituting ProShares Trust, hereafter collectively
referred to as the "Funds"), as of and for the year ended
May 31, 2024 (except as indicated in Appendix A), 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 its operation, including controls over
safeguarding securities, that we consider to be a material weakness as
defined above as of May 31, 2024.

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
Columbus, Ohio
July 26, 2024