SecProbe.io

February 25, 2025
VIA E-mail
Kristen Freeman, Esq.
Senior Director, Counsel Proshare Advisors LLC7272 Wisconsin Avenue, 21st FloorBethesda, Maryland 20814
Re: Proshares Trust
Post-Effective Amendments to the Re gistration Statement on Form N-1A
File Nos. 333-89822; 811-21114
Dear Ms. Freeman:
On January 17, 2025, you filed 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 XRP ETF, ProShares Short XRP ETF, ProShares Ultr aShort XRP ETF and ProShares
Ultra XRP ETF (each, a “Fund” collectively, the “F unds”).  We have reviewed the registration
statement, and to ensure the efficiency of ou r review process and consistency of disclosure, we
are providing a set of comments t hat generally apply to the Funds.  Unless otherwise specified,
each of the comments applies to all Funds pursuing these investment objec tives and strategies,
including funds taking leverage d and “short” positions. Where a co mment is made regarding
disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement. Please make all conf orming changes.
Some of the comments elicit supplemental info rmation, while others elicit 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 comments 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 “XRP futures contracts” that trade on CFTC registered exchangesas of the date of this letter.

Kristen Freeman, Esq.
Proshares Trust
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3. Please further disclose that XRP may be determined to be offere d and sold as a security under
federal or state securities laws, as appropriate.
4. Please disclose, with sufficient specificity and de tail, the types of adverse consequences for the
Fund and its shareholders if XR P is determined to be offere d and sold as a security under
federal or state securities laws.
5. With respect to the XRP ETF, please disclose how the Fund is determining the “performance
of XRP” as disclosed under the prin cipal investment strategy section.
6. With respect to the UltraShort XRP ETF, Short XRP ETF, and Ultra XRP ETF, the investment
objectives include a bracket ar ound "[XRP Index]".  Please disc lose and specifically identify
the indices the Funds intend to use for purposes of their investment objectives.
7. 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.”
8. With respect to the fee table for the UltraShort XRP ETF, Short XRP ETF, and Ultra XRP
ETF, please disclose in FN 2 the terms of the waiver and the terms of any potential recoupment
by the adviser.
9. Please specifically disclose the reference assets  the Funds will use for the swap agreements
that will provide exposure to XRP.
10. 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 mate rial, please identify the counterparty in the
prospectus and file the agreement with the counterparty as an exhibit to the registration statement.
11. 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
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.
12. 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.

Kristen Freeman, Esq.
Proshares Trust
Page 3

13. 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.
14. Please ensure that all material features of the contemplated swap agreements have been
disclosed.
15. 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 XRP (as applicable).
16. 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.
17. Please elaborate on the potential differences betw een returns based on the price of XRP vs.
XRP linked instruments, such as futures and swaps that provide exposure to XRP (“XRP-Linked Instruments”), e.g., due to divergence in prices or potential costs associated with
derivatives investing.
18.
 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.
19. Please disclose in the Principal Investment Strategy that there is no assurance that the returns
of the Fund's XRP-Linked Instrume nts will match that of XRP.
20. Please supplementally discuss the Fund’s plan s for liquidity management, including during
both normal and reasonably foreseeable stressed conditions.
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:

Kristen Freeman, Esq.
Proshares Trust
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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 XRP 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 XRP 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 XRP.
24. Please include risks related to potential concen tration of ownership by Ripple or others and
risks specific to XRP such as potential conflicts or risks with trusted validators operating the XRPL network.
25. 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  XRP.
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 XRP 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 underl ying issue with XRP; (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.
26. 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
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

Kristen Freeman, Esq.
Proshares Trust
Page 5

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.
27. The disclosure in the “Investment Strategies” se ction 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 objective at such times.  Please add
similar disclosure to other descriptions of the Funds’ investments in subsidiaries.
28. The disclosure under “Investment Strategies” re fers to XRP Futures Contracts that trade on
national securities exchanges.  The staff is not aware of the existence of any such futures contracts.  Please delete discussion of these instruments since they will not be available on the day of effectiveness of the registration statement.

29. On pages 11-12 the disclosure describes “Additional XRP-Related Investments.”  The staff is
not aware of the existence of any US investme nt companies that provi de investment exposure
to XRP futures contracts or XR P related US investment compan ies.  Please delete discussion
of these instruments since they will not be available on the day of effectiveness of the registration statement.
30. Please supplementally explain to us how the Funds would update thei r disclosures if XRP
Futures Contracts or XRP related US investme nt companies become available and how the
Fund intends to invest in them as  a principal investment strategy.
31. Please supplementally identify the indices th e Funds intend to use as their respective
performance benchmarks.
32. With respect to the ProShares Short XRP ETF , ProShares UltraShort XRP ETF and ProShares
Ultra XRP ETF, please include the term "daily" in  the Fund name to alert investors to the fact
that the Fund may not perform as expected, and may have losses when an investor expected
gains, if the Fund is held for a period th at is different than one trading day.
33. With respect to the Proshares Short XRP ETF and the Proshares UltraShort XRP ETF, please
state in the Important Information 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.
34. With respect to the ProShares Short XRP ETF , ProShares UltraShort XRP ETF, and ProShares
Ultra XRP ETF, please include a statement in the Important Information About the Fund
section that the Fund is intended to be used as a short term trading vehicle.
35. With respect to the ProShares Short XR P ETF, ProShares Ultr aShort XRP ETF and
ProShares Ultra XRP 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..

Kristen Freeman, Esq.
Proshares Trust
Page 6

36. Please supplementally confirm that:
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.
37. Please describe any disruptions the XRP Netw ork experienced, including any significant
instances of network congestion/latency issues or downtimes on the XRP network. Please supplementally describe how such events will imp act the valuation of swap transactions and
the related impact on the Fund’s NAV.
38. Page 10 states, “As of the date of this Pros pectus, there are approximately 99.987 billion XRP
in circulation.” Please confirm this amount in circulation is accurate. The staff notes that a
certain amount of XRP suppl y may still be in escrow.
Statement of Additional Information
39. Page 7 of the SAI indicates that XRP use cases include: “serving as a medium of exchange
and a durable store of value, facilitating the use of smart contracts and decentralized products and platforms, permitting the issuance and exchange of non