SEC Comment Letter 0000000000-26-001551 to PROSHARES TRUST (CIK 0001174610)
PROSHARES TRUST (CIK 0001174610)
Date: Feb. 13, 2026 · CIK: 0001174610 · Accession: 0000000000-26-001551
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-89822, 811-21114
Letter
February 13, 2026 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 on Form N-1A File Nos. 333-89822; 811-21114 Dear Ms. Freeman: We write to express concern regarding the regist ration of exchange-traded funds that seek to provide more than 200% (2x) leveraged exposure to underlying indices or securities. On February 6, 2026 and February 9, 2026, ProShares T rust filed post-effective amendments on Form N-1A to add the series referenced in Appendix A attached hereto. We will not perform a substantive review of these filings referenced in Appendix A until the issues raised in this letter are addressed. Further, we request that in your response letter you undertake to delay the effectiveness of th e filings until these issues are resolved. Rule 18f-4 under the Investment Company Act of 1940 Rule 18f-4 limits fund leverage risk by requiring that an open-end fund’s Value-at-Risk (VaR) does not exceed 200% of the VaR of a designated reference portfolio.1The fund’s designated reference portfolio provides the unleveraged baseline against which to compare the fund’s leveraged portfolio for purposes of identifying the fund’s leverage risk under the rule. Accordingly, in defining the term “designated refe rence portfolio,” rule 18f-4 provides that, if the fund’s investment objective and strategy is to track the performance (including a leverage multiple or inverse multiple) of an unleveraged index, the fund must use that index as its designated reference portfolio. 2As the Commission observed in adopting this requirement, where a fund tracks an index, that index will provide the most appropriate reference portfolio for a relative VaR test. 1Rule 18f-4(c)(2). In circumstances not relevant here, a fund can satisfy a different test in the rule based on absolute VaR, rather than relative VaR. 2Rule 18f-4(a) (defining the term “D esignated reference portfolio”).
Kristen Freeman, Esq. Page 2 of 3 Each fund in the registrant’s fund complex id entified in Appendix A has an objective and strategy to track the performance, including a leverage multiple or inverse multiple, of an unleveraged index because each fund seeks to pr ovide a leverage or inverse multiple of the return of one or more specific securities. Each fu nd therefore must use the security or securities that it tracks (collectively, the fund’s “referen ce assets”) as the fund’s designated reference portfolio for purposes of the VaR test required by rule 18f-4. Whether the fund identifies the securities (or security) it tracks by their individua l names or as an index does not change this conclusion. Because each of these funds has an objective and strategy to provide a leverage multiple or inverse multiple of the return of the fund’s re ference assets, each fund’s reference assets provide the precise representation of the fund’s unleveraged portfolio and therefore the appropriate baseline to calculate the fund’s le verage risk under the rule. Accordingly, we question how the fund’s derivative s risk manager could reasonably determine to use a baseline other than the reference assets and how the funds’ directors, as fiduciaries, would be satisfied with the manager’s choice. * * *
We request the registrant revise its objective and strategy to be consistent with rule 18f-4, as discussed above, or withdraw its filings. A resp onse to this letter should be in the form of a supplemental correspondence filed on EDGAR. We remind you that the fund and 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 feel free to contact us at (202) 551-6921.
Sincerely,
Division of Investment Management
Show Raw Text
February 13, 2026 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 on Form N-1A File Nos. 333-89822; 811-21114 Dear Ms. Freeman: We write to express concern regarding the regist ration of exchange-traded funds that seek to provide more than 200% (2x) leveraged exposure to underlying indices or securities. On February 6, 2026 and February 9, 2026, ProShares T rust filed post-effective amendments on Form N-1A to add the series referenced in Appendix A attached hereto. We will not perform a substantive review of these filings referenced in Appendix A until the issues raised in this letter are addressed. Further, we request that in your response letter you undertake to delay the effectiveness of th e filings until these issues are resolved. Rule 18f-4 under the Investment Company Act of 1940 Rule 18f-4 limits fund leverage risk by requiring that an open-end fund’s Value-at-Risk (VaR) does not exceed 200% of the VaR of a designated reference portfolio.1The fund’s designated reference portfolio provides the unleveraged baseline against which to compare the fund’s leveraged portfolio for purposes of identifying the fund’s leverage risk under the rule. Accordingly, in defining the term “designated refe rence portfolio,” rule 18f-4 provides that, if the fund’s investment objective and strategy is to track the performance (including a leverage multiple or inverse multiple) of an unleveraged index, the fund must use that index as its designated reference portfolio. 2As the Commission observed in adopting this requirement, where a fund tracks an index, that index will provide the most appropriate reference portfolio for a relative VaR test. 1Rule 18f-4(c)(2). In circumstances not relevant here, a fund can satisfy a different test in the rule based on absolute VaR, rather than relative VaR. 2Rule 18f-4(a) (defining the term “D esignated reference portfolio”). Kristen Freeman, Esq. Page 2 of 3 Each fund in the registrant’s fund complex id entified in Appendix A has an objective and strategy to track the performance, including a leverage multiple or inverse multiple, of an unleveraged index because each fund seeks to pr ovide a leverage or inverse multiple of the return of one or more specific securities. Each fu nd therefore must use the security or securities that it tracks (collectively, the fund’s “referen ce assets”) as the fund’s designated reference portfolio for purposes of the VaR test required by rule 18f-4. Whether the fund identifies the securities (or security) it tracks by their individua l names or as an index does not change this conclusion. Because each of these funds has an objective and strategy to provide a leverage multiple or inverse multiple of the return of the fund’s re ference assets, each fund’s reference assets provide the precise representation of the fund’s unleveraged portfolio and therefore the appropriate baseline to calculate the fund’s le verage risk under the rule. Accordingly, we question how the fund’s derivative s risk manager could reasonably determine to use a baseline other than the reference assets and how the funds’ directors, as fiduciaries, would be satisfied with the manager’s choice. * * * We request the registrant revise its objective and strategy to be consistent with rule 18f-4, as discussed above, or withdraw its filings. A resp onse to this letter should be in the form of a supplemental correspondence filed on EDGAR. We remind you that the fund and 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 feel free to contact us at (202) 551-6921. Sincerely, Division of Investment Management Appendix A 33 Act No. Accession No Complex Entity Name Filing Date Series Names 333-89822 0001193125-26-041388 Proshares Proshares Trust 2/6/2026 QuadPro Gold K-1 Free ETF 333-89822 0001193125-26-041388 Proshares Proshares Trust 2/6/2026 QuadPro Silver K-1 Free ETF 333-89822 0001193125-26-041384 Proshares Proshares Trust 2/6/2026 UltraPro Gold K-1 Free ETF 333-89822 0001193125-26-041384 Proshares Proshares Trust 2/6/2026 UltraPro Silver K-1 Free ETF 333-89822 0001193125-26-041382 Proshares Proshares Trust 2/6/2026 UltraPro Gold Miners 333-89822 0001193125-26-041382 Proshares Proshares Trust 2/6/2026 UltraPro Magnificent 7 333-89822 0001193125-26-041375 Proshares Proshares Trust 2/6/2026 QuadPro 20+ Year Treasury 333-89822 0001193125-26-041375 Proshares Proshares Trust 2/6/2026 QuadPro Dow30 333-89822 0001193125-26-041375 Proshares Proshares Trust 2/6/2026 QuadPro Financials 333-89822 0001193125-26-041375 Proshares Proshares Trust 2/6/2026 QuadPro Gold Miners 333-89822 0001193125-26-041375 Proshares Proshares Trust 2/6/2026 QuadPro Magnificent 7 333-89822 0001193125-26-041375 Proshares Proshares Trust 2/6/2026 QuadPro QQQ 333-89822 0001193125-26-041375 Proshares Proshares Trust 2/6/2026 QuadPro Russell2000 333-89822 0001193125-26-041375 Proshares Proshares Trust 2/6/2026 QuadPro S&P500 333-89822 0001193125-26-041375 Proshares Proshares Trust 2/6/2026 QuadPro Semiconductors 333-89822 0001193125-26-042993 Proshares Proshares Trust 2/9/2026 QuadPro Bitcoin ETF 333-89822 0001193125-26-042993 Proshares Proshares Trust 2/9/2026 QuadPro Ether ETF 333-89822 0001193125-26-042986 Proshares Proshares Trust 2/9/2026 UltraPro Bitcoin ETF 333-89822 0001193125-26-042986 Proshares Proshares Trust 2/9/2026 UltraPro Ether ETF