SecProbe.io

February 24, 2025
VIA E-mail
Kristen Freeman, Esq.
Senior Director, Counsel  Proshare Advisors LLC 7272 Wisconsin Avenue, 21st Floor Bethesda, Maryland 20814
Re: Proshares Trust
  Post-Effective Amendments to the Registration Statement on Form N-1A
  File Nos. 333-89822; 811-21114
Dear Ms. Freeman:
On January 17, 2025, you filed two amendments to  Form N-1A pursuant to Rule 485(a)
of the Securities Act of 1933 (“Securities Act”) on behalf of Proshares Trust and its new series, Proshares Solana ETF, ProSha res Short Solana ETF, ProSha res UltraShort Solana ETF and
ProShares Ultra Solana ETF (eac h, a “Fund” collectively, the “Funds”).  We have reviewed the
registration statement, and to ensure the effici ency of our review proc ess and consistency of
disclosure, we are providing a set of comments that generally apply to the Funds.  Unless
otherwise specified, each of the comments app lies to all Funds pursuing these investment
objectives and strategies, including funds ta king leveraged and “short” positions. Where a
comment is made regarding disclo sure in one location, it is applic able to all similar disclosure
appearing elsewhere in the Registration Stat ement. Please make all conforming changes.
 Some of the comments elicit supplemental info rmation, while others e licit disclosure.
Where no change will be made in the registra tion statement in respons e to a comment, please
briefly state the basis for your position and/or iden tify disclosure in the filing that is responsive
to, or consistent with, the comment.  Please file a supplemental letter that includes your
responses to each of these co mments as soon as practicable.
Prospectus
1. Please supplementally indicate when the Fund expects to launch.
2. Please revise the registration statement to reflect  the principal and non-principal strategies of
the Funds on the day the registration statement is anticipated to become effective.  Please note
that the staff is not aware of “Solana futures contracts” that trade on CFTC registered exchanges as of the date of this letter.

Kristen Freeman, Esq.
Proshares Trust
Page 2

3. The registration statement appears to use the term “Solana” to refer to the native crypto asset
of the Solana blockchain as well as the Solana blockchain itself.  Please revise the registration
statement to use the term “SOL” when referring to the native crypto asset of the Solana blockchain.
4. Please further disclose that SOL may be determined to be offere d and sold as a security under
federal or state securities laws, as appropriate.
5. Please disclose, with sufficient specificity and de tail, the types of adverse consequences for the
Fund and its shareholders if SO L is determined to be offere d and sold as a security under
federal or state securities laws.
6. With respect to the Solana ETF, please disclose  how the Fund is determining the “performance
of solana” as disclosed under the prin cipal investment st rategy section.
7. With respect to the UltraShort Solana ETF, Short Solana ETF, and Ultra Solana ETF, the
investment objectives include a bracket around  "[Solana Index]".  Please disclose and
specifically identify the indices the Funds inte nd to use for purposes of their investment
objectives.
8. Please bold the following language which preced es the fee table: "You may pay other fees,
such as brokerage commissions and other fees  to financial intermediaries, which are not
reflected in the tables and examples below."
9. With respect to the fee waiver/reimbursement of the UltraShort Solana ETF, Short Solana ETF,
and Ultra Solana ETF:
x Please disclose in FN 2 that the waiver will remain in place for one year after effectiveness
of the registration statement and that the fe e waiver may only be terminated by the board
within that one year period.
x Please also disclose the recoupment terms of the fee waiver in FN 2.
10. Please specifically disclose the reference assets  the Funds will use for the swap agreements
that will provide exposure to SOL.
11. With respect to the Fund’s use of swap agreem ents, please supplementally 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 counterparties. If exposure to
a particular counterparty is deemed to be ma terial, please identify the counterparty in the
prospectus and file the agreement with the counterparty as an exhibit to the registration statement.
12. If notional exposure to a particul ar counterparty is likely to exceed 20% of the value of the
Fund’s assets, if applicable, pl ease 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 the

Kristen Freeman, Esq.
Proshares Trust
Page 3

counterparty is subject to Secti ons 14(a) and 14(c) of the Exchan ge Act, proxy and information
statements) and other informa tion concerning the counterparty can be inspected at such
exchanges. If the foregoing is not applicable, please advise how investors will be provided with similar information.
13. To the extent the Fund will have more than 20%  exposure to any swap counterparty, for such
counterparties that are subsidia ries of publicly-traded companies for which there is sufficient
market interest and publicly available informa tion, please disclose whether the debts of such
securities will be recourse to the parent.
14. Please disclose how the swap counterparties are likely to hedge their exposure and what will
occur if a counterparty terminates the relations hip and there are only a limited number of other
counterparties available.
15. Please ensure that all material features of the contemplated swap agreements have been
disclosed.
16. Please revise disclosure responsive to Item 9 to  more fully explain how the Adviser determines
the swaps’ notional exposure for a particular da y, the impact that notional exposure would have
on Fund returns, and the potential costs associated  with entering into new swaps to maintain a
Fund’s exposure to SOL (as applicable).
17. Please confirm that the Funds intend to use a re lative value-at-risk (“VaR”) in complying with
rule 18f-4 under the Investment Company Act of 1940 (“Investme nt Company Act”).
x Please provide hypothetical VaR calculations dem onstrating how the Funds anticipate
being able to achieve their respective objective while remaining in compliance with the
relative VaR test under rule 18f-4.
x Please disclose the designated reference portfolio (index) th at the Funds plans to use.
x Please confirm that the Funds’ designate d reference portfolio is unleveraged.
18. If the Fund intends to invest in derivatives whose exposure to SOL is not through physical
SOL ( e.g., through a pooled investment vehicle whic h seeks exposure to SOL), then please
elaborate on the potential differences between re turns based on the price of SOL vs. SOL linked
instruments, e.g., due to divergence in prices or potential costs associated with derivatives
investing.
19.
 Please supplementally describe general policies and procedures related to how the Adviser,
administrator and/or Chief Compliance Officer will monitor trades or conflicts of interest regarding Fund personnel trades of crypto assets  made against or ahead of the Fund purchase
of crypto assets ETPs. Please desc ribe changes to the Fund’s Code of Ethics to take into
account such crypto assets tr ansactions, if any.
20. Please supplementally discuss the Fund’s plan s for liquidity management, including during
both normal and reasonably foreseeable stressed conditions.

Kristen Freeman, Esq.
Proshares Trust
Page 4

21. Please advise whether you have had discussions  with potential swap counterparties and what
sort of margin requirements ar e being considered. Include an analysis of any impact margin
requirements are expected to have on the ability  of the Fund to implement its strategies.
22. Please supplementally provide information a bout the Fund’s discussions with potential
authorized participants (“APs” ) or market makers, including:
x Please explain the ability of APs and market makers to arbitrage the Fund’s holdings in a
manner that is expected to keep the F und’s market price in line with its NAV.
x Please explain what instruments the APs will use to arbitrage and whether there will be any
impact from the difficulties with  custodying these instruments.
x Please explain if there are any unique consider ations/rules from the exchange on which the
Fund plans to list that will impact the Fund’s ability to pursue its investment strategy;
interact with APs; or otherw ise impact the Fund’s operations.
23. Please disclose in more detail the risks associated  with SOL swaps capacity risk.  In particular,
disclose that the Fund may not be able to ach ieve its investment obj ective and may experience
significant losses if the Fund’s ability to obtain exposure to SOL swaps is disrupted for any
reason. In your response, please address what  action the Adviser will take in such
circumstances, and the impact of any disrup tion in the Fund’s ability to obtain pure-play,
leveraged and inverse exposure to SOL
24. An ETF may only suspend the redemption of crea tion units in accordance with Section 22(e)
of the Investment Company Ac t and may only suspend the issuance of creation units for a
limited time and only due to extraordinary circumstances. See Exchange-Traded Funds,
Investment Company Act Release No. 33646,  at pp. 56-59 (Sept. 25, 2019) (Adopting
Release). Given that the Fund’s investment obj ective involves gaining a market exposure to a
single underlying asset, please address in your response whether the Fund will be able to
continue to issue and redeem creation units wher e there exist market, regulatory or other issues
affecting the liquidity, trading, settle ment and/or valu ation of  SOL.
x 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: (1 ) Please describe the issues affecting the
liquidity of SOL that would impact the Fund’s ability to create and redeem; (2) a discussion
of whether counterparties may be unwilling to enter into swap  transactions if they are
unable to hedge their exposure due to an under lying issue with SOL; (3) 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; (4) a description of the consider ations that the Fund’s board and the Adviser
gave to the appropriateness of the Fund’s i nvestment objectives and strategies, given the
narrow market exposure and potential issues with issuing and redeeming creation units.
25. Please disclose that purchases and redemptions of creation units primarily with cash, rather
than through in-kind delivery of portfolio secu rities, may cause the Fund to incur certain

Kristen Freeman, Esq.
Proshares Trust
Page 5

costs. Please also disclose that these costs c ould include brokerage cost s or taxable gains or
losses that it might not have incurred if it ha d made redemption in-ki nd. In addition, please
disclose that these costs could be imposed  on the Fund, and thus decrease the Fund’s net
asset value, to the extent that the costs are not offset by a transaction fee payable by an AP.
26. The disclosure under the “Principal Investment  Strategies” section states that the Fund’s
investment in the Subsidiary will not exceed 25%  of the Fund’s total assets at the quarter-end.
Please also disclose here that the Fund will not achieve its investment obj ective at such times.
Please add similar disclosure to ot her descriptions of the Funds’ investments in subsidiaries.
27. On pages 11-12 the disclosure describes “Additional Solana-Relat ed Investments.”  The staff
is not aware of the existence of any US i nvestment companies that  provide investment
exposure to solana futures contr acts or solana related companies.   Please delete discussion of
these instruments since they will not be available on the day of effectiveness of the registration statement.
28. Please supplementally explain to us how the Funds would update their disclosures if SOL
Futures Contracts become available and how the F und intends to invest in them as a principal
investment strategy.
29. Please supplementally identify the indices th e Funds intend to use as their respective
performance benchmarks.
30. With respect to the ProShares Short Solana  ETF, ProShares UltraS hort Solana ETF and
ProShares Ultra Solana ETF, please include the term "daily" in th e Fund name to alert investors
to the fact that the Fund may not perform as e xpected, and may have losses when an investor
expected gains, if the Fund is held for a pe riod that is different than one trading day.
31. With respect to the Proshares Short Solana ETF and the Proshares Ul traShort Solana ETF,
please state on the Important Info rmation About the Fund section that the Fund pursues a daily
investment objective that is inverse to the pe rformance of its underlying asset, a result opposite
of most mutual funds and exchange-traded funds.
32. With respect to the Short Solana ETF, UltraShor t Solana ETF, and Ultra Solana ETFs, please
include a statement in the Important Informa tion About the Fund section that the Fund is
intended to be used as a s hort-term trading vehicle.
33. With respect to the ProShare s Short Solana ETF, ProShare s UltraShort Solana ETF and
ProShares Ultra Solana ETF, please state in  the Important Information About the Fund
section that:
x The Fund is not intended to be used by, and is  not appropriate for,  investors who do not
intend to actively monitor and manage their portfolios.
x The Fund is very different from most mutu al funds and exchange-traded funds.
x Investors who do not understand the Fund, or who do not intend to actively manage their
Funds and monitor their investments, should not buy shares of the Fund.
34. Please supplementally confirm that:

Kristen Freeman, Esq.
Proshares Trust
Page 6

x the financial statements of the Subsidiary w ill be consolidated with those of the Fund (if
not, please explain why not);
x the Subsidiary and its board of directors wi ll agree to inspection by the staff of the
Subsidiary’s books and records, which will be maintained in accordance with Section 31
of the Act and the rules thereunder;
x the Subsidiary and its board of directors will designate an agent for service of process in
the United States; and
x the Subsidiary’s management fee (including any performance fee), if any, will be included
in “Management Fees,” and the Subsidiary’s  expenses will be included in “Other
Expenses” in the Fund’s fee table.
35. Please describe any disruptions  the Solana Network experi enced, including any significant
instances of network congestion/latency issues or downtimes on the Solana network. Please supplementally describe how such events will imp act the valuation of swap transactions and
the related impact on the Fund’s NAV.

Statement of Additional Information
36. Page B-64 describes the “Determi nation of Net Asset Value”.  Th is section does not appear to
indicate how the Fund will determine NAV with resp ect to the Fund’s intended investments in
SOL swaps. Please update this section to include  such policies, including references to how
SOL is traded 24/7 and the connection and/or di fferences to the Funds’ determination of NAV
daily at 4:00 p.m. daily.

37. Page B-44 discloses Trustee experi ences, qualifications, and attri butes. It appears that there is
no description of experience, qua lifications and attributes rela te