SecProbe.io

August 6, 2024
VIA E-mailKristen Freeman, Esq.
Senior Director, Counsel ProShares7272 Wisconsin Avenue Bethesda, MD 20812 KFreeman@proshares.com
Re: ProShares Trust
  Post-Effective Amendments to the Registration Statement on Form N-1A
  File Nos. 333-89822, 811-21114 Dear Ms. Freeman:
On June 28, 2024, you filed an amendment to Form N-1A pursuant to Rule 485(a) of
the Securities Act of 1933 on behalf of Proshares Trust new series, Ultra COIN ETF, Ultra MARA ETF, Ultra MSTR ETF, UltraShort COIN  ETF, UltraShort MARA  ETF and UltraShort
MSTR ETF (each, a “Fund,” collectively, the “F unds”).  We have reviewed the registration
statement, and to ensure the efficiency of our review process and consis tency of disclosure, we
are providing a set of comments t hat generally apply to these Funds and other funds with
substantially similar investment objectives and strategies.  Unless otherwise specified, each of the comments applies to all of the Funds.
 Some of the comments elicit supplemental info rmation, while others e licit disclosure.
As we are issuing these comments broadly to th e Funds and other funds with similar investment
objectives and strategies, we rec ognize that some comments may not be  directly applicable to the
Funds or that responsive or consistent disclosu re may already be incl uded in the registration
statement.  Accordingly, where no change will be made in the registration statement in response
to a comment, please briefly state the basis for your position and/or identify disclosure in the
filing that is responsive to, or consistent with, the comment.
Please file a supplemental letter that include s your responses to each of these comments
as soon as practicable.
Important Information About the Fund
1. Please disclose that the Fund is not intended to be used by, and is not appropriate for,
investors who do not intend to actively monitor a nd manage their portfolios. The Fund is very
different from most mutual funds and exchange-tra ded funds. Investors should note that the Fund
is riskier than alternatives that do not use le verage because the Fund ma gnifies the performance
(or underperformance) of the underlying security.

Kristen Freeman, Esq.
ProShares Trust
Page 2

2. For Funds following an inverse strategy, disclose  that the Fund pursues a daily investment
objective that is inverse to the performance of  its underlying security, a result opposite of most
mutual funds and exchange-traded funds.  3. State explicitly that during periods of high volatility, the Fund may not perform as
expected, and the Fund may have losses when an i nvestor may have expected gains if the Fund is
held for a period that is di fferent than one trading day.

4. Please state that the Fund is not suitable for a ll investors and that the Fund is designed to
be utilized only by sophisticated investors, such  as traders and active investors employing dynamic
strategies.

5. Investors in the Fund should: (i) understand the risks associated with the use of leverage;
(ii) understand the consequences of seeking daily long (or shor t, as applicable) leveraged
investment results; and (iii) intend to actively monitor and manage their investments.  6. Disclose that investors who do not understand the Fund, or do not  intend to actively manage
their Funds and monitor their investment s, should not buy shares of the Fund.
 7. Please state that there is no assurance that the Fund will achieve its investment objective,
and an investment in the Fund c ould lose money. The Fund is not a complete investment program.
The Fund’s investment advisor will not attempt to position the Fund’s portfolio to ensure that the
Fund does not gain or lose more than a maximu m percentage of its ne t asset value on a given
trading day. As a consequence, if the Fund’s underl ying security moves more than 50% (for a Fund
seeking two times daily performance) on a given trad ing day in a direction adverse to the Fund,
the Fund’s investors would lo se all of their money.
 Principal Investment Strategies
 8. Given each Fund’s concentrated exposure to a single underlying issuer, please include in
Principal Investment Strategies:
x a statement that the underlying i ssuer is subject to the info rmational requirements of the
Securities Exchange Act of 1934 and in acco rdance therewith files reports and other
information with the Securities and Exchange Commission;
x a statement that the information filed with the SEC and available at the website includes
reports, proxy and information statements and other information regarding the underlying
issuer; and
x where investors can locate information provided to or filed with the Commission by the
underlying issuer regardi ng financial statements;
x any collateral that the Fund intends to purchase to satisfy the requirements of its derivative
counterparties; and
x Any relevant information regarding SEC enforcement actions against the Fund’s
underlying issuer.

Kristen Freeman, Esq.
ProShares Trust
Page 3

9. Please clarify that it is each underlying company’s shares (rather than the company) that
are registered under the Securities Exchange Act of 1934 (the “Exchange Act”).
 10. Please briefly describe the term “crypto as sets,” including how they are issued and
transferred through public, per missionless blockchain technol ogy and related technologies ( e.g.,
so-called smart contracts) as well as th eir intended use cases and applications.
 11. Please disclose that the business of each underl ying company consists of holding bitcoin,
and the risks associated therewith. As part of this discussion, state, if applicable, that these holdings
are significant.  In an appropriate location in the prospectus, briefly discu ss the Bitcoin blockchain
and its proof-of-work consensus mechanism (inc luding "mining" and the block rewards and
transaction fees earned through "mining"); the rela tionship of bitcoin to the Bitcoin blockchain;
and the application that the Bitc oin blockchain and b itcoin have been specifically designed to
support, including the fact that bitcoin is presen tly not widely accepted as a means of payment.

 12. Under “Swap Agreements” please s upplementally inform the staff  of the counterparties the
Fund expects to use and what percentage of the Fund’s assets and investment exposure are
expected to be related to each of these counterpar ties. If exposure to a particular counterparty is
deemed to be material, please identify the counter party in the prospectus and file the agreement
with the counterparty as an exhib it to the registration statement.
 13. If notional exposure to a particul ar counterparty is likely to exceed 20% of the value of the
Fund’s assets, if applicable, please disclose: (i) that the counterparty is subject to the informational
requirements of the Exchange and in accordance with such requirements files reports and other
information with the SEC; and (ii) the name of any national securities exchange on which the counterparty’s securities are listed, stating that reports (and where th e counterparty is subject to
Sections 14(a) and 14(c) of the Exchange Ac t, proxy and information statements) and other
information concerning the counterparty can be insp ected at such exchanges. If the foregoing is
not applicable, please advise how investor s will be provided with  similar information.

14. For any counterparties that are subsidiaries of publicly traded companies for which there
is sufficient market interest and publicly availa ble information, please disc lose whether the debts
of such securities will be recourse to the parent.

15. Please disclose how the swap counterparties ar e likely to hedge their exposure and what
will occur if a counterparty terminates the rela tionship and there are onl y a limited number of other
counterparties available.  16. Please ensure that all material features of the contemplated swap agreements have been
disclosed.  17. Please revise disclosure responsive to Item  9 to more fully explain how the Adviser
determines the swaps’ notional exposure for a pa rticular day, the impact that notional exposure
would have on Fund returns, and the pot ential costs associated with rolling.

Kristen Freeman, Esq.
ProShares Trust
Page 4

18. Please advise and provide hypothetical value- at-risk (“VaR”) calculations demonstrating
how each Fund anticipates being ab le to achieve its objective while  remaining in compliance with
the VaR test under Rule 18f-4 for a 6-month period.

19. Please disclose the designated reference portfo lio (index) that the Fund plans to use and
discuss how the index meets the definition of designated reference portfolio and meets the
requirements of Rule 18f ဨ4.

Principal Risks

20. Please a principal risk section describing the risks associated with swaps.
21. Please also disclose as a principal risk the risks associated with a trading halt in the
underlying stock.
22. Please disclose that the underlying holdings are not only highly volatile but also highly
speculative. Also, briefly explain that the pe rformance of those companies depends on use of
crypto assets and public, permissionless blockchains for their intended purposes. In this regard,
please clarify that they are not presently being widely used for such purposes and that there are significant impediments and/or disadvantages to this adoption, including scalability challenges.
 23. In the Principal Risks section, please brie fly explain the common impediments and/or
disadvantages to adopting the Bitc oin blockchain as a payment ne twork, including the slowness of
transaction processing and finality, variability of tr ansaction fees, and volatility of bitcoin’s price.
Please also disclose that further development a nd use of the blockchain for its intended purpose
are, and may continue to be, subs tantially dependent on “Layer 2” solutions; briefly describe Layer
2 networks and any risks or challenges that they pose to  the blockchain and bitcoin.
 24. Please disclose that bitcoin has historically been subject to significant price volatility and
speculation.  25. Please disclose that the Commission has brought an enforcement action (SEC v.
Coinbase, Inc., No. 1:23-cv- 04738-KPF (S.D.N.Y. Mar. 27, 2024), alleging that Coinbase
Global, Inc. provides, among other things, a trad ing platform that operates as an unregistered
broker, unregistered exchange, a nd unregistered clearing agency; a prime brokerage service that
operates as an unregistered broker; and a crypto asset staking program that constitutes the unregistered offer and sale of an inves tment contract, and thus a security.
 26. Under “Counterparty Risk” please disclose the risk that there may be a single or small
number of counterpartie s, if applicable.
 27. Under “Industry Concentration Risk” please  disclose the industry in which the underlying
company is classified and the risk s specific to that industry.

Kristen Freeman, Esq.
ProShares Trust
Page 5

 Investment Results
 28. Please advise the staff which appropriate broa d-based index the Fund proposes to use for
purposes of performance.   Purchase and Sale of Fund Shares
 29. Given that the Fund’s investment objective in volves gaining a market exposure to an
underlying single stock, pleas e supplementally inform the staff whether the Fund will be able to
continue to issue and redeem creation units where there exists market, regulatory or other issues affecting the liquidity, trading, settlement and/or valu ation of the underlying single stock. Has the
Fund considered specific circumstances, including some that may not be “extraordinary,” that
might require suspending creations? Please specif ically address, among other things, the impact
that trading halts in the underlying single stock or instrument through which the Fund gets its
exposure to the underlying single stock would have. For example, if the trading on an underlying
single stock was halted, please desc ribe whether and how the Fund would continue to accept orders
for creation units. Where applicable, please describe considerations with respect to the issuance of creation units separately from considerations with respect to the redemption of creation units. Please also include the following in your analysis:
x If the Fund achieves its intended exposure i ndirectly through other instruments, a
description of how the analysis differs. For example, if there are issues affecting the
liquidity of a single security that would imp act the Fund’s ability to create and redeem,
how would the impact differ where the Fund is ex posed to such single security indirectly?
x A discussion of whether counter parties may be unwilling to en ter into swap transactions
if they are unable to hedge their exposur e due to an underlying issue with the stock.
x A description of the monitoring or other mechanisms that will be implemented to ensure
that such market, regulatory or other issues  do not translate into the Fund’s inability to
create and redeem creation units.
x A description of the considerations that th e Fund’s board and the Adviser gave to the
appropriateness of the Fund’s investment objectives and st rategies, given the narrow
market exposure and potential issues with  issuing and redeeming creation units.
 Tax Information
 30. Given that the federal income tax treatment of  certain aspects of the proposed operations
of the Funds are not entirely clear and given the resulting implications to the Fund’s ability to
qualify and maintain regu lated investment compa ny (“RIC”) status under Subchapter M of the
Internal Revenue Code of 1968, the ultimate tax trea tment of the Funds appears to be material to
an informed investor. Therefore, please explain the technical merits of your tax position regarding
RIC status, any known views of the taxing authorities with respect to the positions, a history of the
taxing authority with respect to re solving fund tax issues with simi lar levels of t echnical support,
and any other relevant inform ation. As discussed in ASC-740, there is a presumption when

Kristen Freeman, Esq.
ProShares Trust
Page 6

performing such analysis that tax positions will be examined by a taxing authority that has
knowledge of all rele vant information.
 Statement of Additional Information

31. Under “Investment Restrictions” please include  the Funds' investment restriction with
respect to concentration.  See Item 16(c) of Form N-1A.    32. Under “Purchases and Redemptions,” sections  relating to Purchases Outside the Clearing
Process, Rejection of Purchase Orders, Redemption of Cr eation Units, Redemptions in Cash,
Suspension or Postponement of Right of Redemption and Placemen t of Redemption Orders Using
the Clearing Process, Placement of Redemption Orders Outside the Clearing Process, Cancellation, Transaction Fees and Continuous O ffering appear to have been omitted from the
SAI.  Please inform the staff whether that is intentional and if so, why.
 33. Under “Conflicts of Interest” (page 41), please explain if the regist rant’s and Adviser’s
Code of Ethics addresses inves tments in ETFs that provide expos ure to a single corporate issuer
(“Single Name ETFs”). If these investments ar e excluded from either of these Codes, please
advise whether the Codes will be amended to account for Single Name ETFs, including Single
Name ETFs that are not advised by the Advise r. If not, please advi se how excluding Single
Name ETFs from reporting requireme nts is consistent with the registrant’s obligations to
implement procedures reasonably designed to prevent violations of the federal securities laws.
* * *
 In closing, we remind you that each Fund a nd its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review , comments, action, or
absence of action by the staff.
Should you have any questions regarding this  letter, please contact me at (202) 297-3811
or RosenbergMi@sec.gov.         S i n c e r e l y ,         / s /  M i c h a e l  A .  R o s e