As filed with the Securities and Exchange Commission on July 23, 2025
Registration Nos. 333-89822; 811-21114
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
☒
Pre-Effective Amendment No.
☐
Post-Effective Amendment No. 373
☒
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
☒
Amendment No. 382
☒
ProShares Trust
(Exact name of Registrant as Specified in Trust Instrument)
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
(Address of Principal Executive Office) (Zip Code)
Bethesda, MD 20814
(Address of Principal Executive Office) (Zip Code)
(240) 497-6400
(Area Code and Telephone Number)
(Area Code and Telephone Number)
Richard Morris
ProShare Advisors LLC
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
(Name and Address of Agent for Service)
ProShare Advisors LLC
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
(Name and Address of Agent for Service)
with copies to:
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Allison M. Fumai, Esq.
Mark D. Perlow, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
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Approximate date of Proposed Public Offering:
It is proposed that this filing will become effective:
☐ immediately upon filing pursuant to paragraph (b)
☐ On pursuant to paragraph (b)
☐ 60 days after filing pursuant to paragraph (a)(1)
☒ On September 26, 2025 pursuant to paragraph (a)(1)
☐ 75 days after filing pursuant to paragraph (a)(2)
☐ On pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following:
☐ This post-effective amendment designates a new effective date for a previously filed
post-effective amendment.
PROSPECTUS [September 26, 2025]
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BITI
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Short Bitcoin ETF
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SETH
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Short Ether ETF
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BITU
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Ultra Bitcoin ETF
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ETHT
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Ultra Ether ETF
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SBIT
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UltraShort Bitcoin ETF
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ETHD
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UltraShort Ether ETF
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All Funds are listed on NYSE Arca (“Exchange”).
Neither the Securities and Exchange Commission, the Commodity Futures Trading Commission,
nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy
of this Prospectus. Any representation to the contrary is a criminal offense.
PROSHARES TRUSTDistributor: SEI Investments Distribution Co.
4 :: Short Bitcoin ETF
PROSHARES.COM
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Investment Objective
ProShares Short Bitcoin ETF (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Bloomberg Bitcoin Index (the “Index”).
In this manner, the Fund seeks daily returns that correspond to the inverse (-1x) of the price of bitcoin. The Fund does not directly short bitcoin.
Important Information About the Fund
If the Fund is successful in meeting its investment objective, it should gain approximately as much as the Index loses when the Index falls on a given day. Conversely, it should lose approximately as much as the Index gains when the Index rises on a given day. The Fund does not seek to achieve the inverse (-1x) of the daily performance of the Index (the “Daily Target”) for any period other than a day.
While the Fund has a daily investment objective, you may hold Fund shares for longer than one day if you believe doing so is consistent with your goals and risk tolerance. If you hold fund shares for any period other than a day, it is important for you to understand that over your holding period:
●Your return may be higher or lower than the Daily Target, and this difference may be significant.
●Factors that contribute to returns that are worse than the Daily Target include smaller Index gains or losses and higher Index volatility, as well as longer holding periods when these factors apply.
●Factors that contribute to returns that are better than the Daily Target include larger Index gains or losses and lower Index volatility, as well as longer holding periods when these factors apply.
●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.
Fees and Expenses of the Fund
The table below describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. 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.
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage
of the value of your investment)
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Management Fees
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0.95%
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Other Expenses1
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[ ]%
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Total Annual Fund Operating Expenses
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[ ]%
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1
[Other Expenses include [ ]% of interest expense and fees charged by futures commission merchants incurred in the course of implementing the Fund’s strategy.]
Example: This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your approximate costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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[ ]
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[ ]
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[ ]
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[ ]
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The Fund pays transaction and financing costs associated with the purchase and sale of securities and derivatives. These costs are not reflected in the table or the example above.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Fund’s shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example above, affect the Fund’s performance. During the most recent fiscal year, the Fund’s annual portfolio turnover rate was [ ]% of the average value of its portfolio. This portfolio turnover rate is calculated without regard to cash instruments or derivatives transactions. If such transactions were included, the Fund’s portfolio turnover rate would be significantly higher.
Principal Investment Strategies
The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target. In this manner, the Fund seeks daily returns that correspond to the inverse (-1x) of the price of bitcoin. The Fund does not directly short bitcoin.
Bitcoin is a digital asset. The ownership and operation of bitcoin is determined by participants in an online, peer-to-peer network sometimes referred to as the “Bitcoin Network”. The Bitcoin Network connects computers that run publicly accessible, or “open source,” software that follows the rules and procedures governing the Bitcoin Network. This is commonly referred to as the Bitcoin Protocol (and is described in more detail in the section entitled “The Bitcoin Protocol” in the Fund’s Prospectus). Bitcoin may be used to pay for goods and services, stored for future use, or converted to a government-issued currency. As of the date of this Prospectus, the adoption of bitcoin for these purposes has been limited and bitcoin presently is not widely accepted as a means of payment.
Short Bitcoin ETF :: 5PROSHARES.COM
The value of bitcoin is not backed by any government, corporation, or other identified body. Instead, its value is determined in part by the supply and demand in markets created to facilitate trading of bitcoin. Ownership and transaction records for bitcoin are protected through public-key cryptography. The supply of bitcoin is determined by the Bitcoin Protocol. No single entity owns or operates the Bitcoin Network. The Bitcoin Network is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as “miners”), (2) developers who propose improvements to the Bitcoin Protocol and the software that enforces the protocol and (3) users who choose which version of the bitcoin software to run. From time to time, the developers suggest changes to the bitcoin software. If a sufficient number of users and miners elect not to adopt the changes, a new digital asset, operating on the earlier version of the bitcoin software, may be created. This is often referred to as a “fork.” The value of the Fund may reflect the impact of these forks.
The Index is designed to measure the performance of a single bitcoin traded in USD and seeks to provide a proxy for the bitcoin market. The Index price is a composite of U.S. dollar-bitcoin trading activities reported by certain digital asset trading platforms that are evaluated based on a variety of different criteria, including the trading platforms’ oversight and governance controls, liquidity, capital controls, data transparency and data integrity. The digital asset trading platforms included in the Index are reevaluated quarterly. The Index is constructed and maintained by Bloomberg Index Services Limited. More information about the Index can be found using the Bloomberg ticker symbol “BITCOIN”.
Under normal circumstances, the Fund will invest at least 80% of the Fund’s assets in, or provide exposure to, financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target.
The Fund will invest principally in the financial instruments listed below.
●Derivatives — Financial instruments whose value is derived from the value of an underlying asset or rate, such as stocks, bonds, ETFs, interest rates or indexes. The Fund invests in derivatives (e.g. [bitcoin futures contracts and swap agreements on U.S. ETPs]) in order to gain inverse exposure to the Index. These derivatives principally include:
○Bitcoin Futures Contracts – Standardized, cash-settled bitcoin futures contracts traded on commodity exchanges registered with the Commodity Futures Trading Commission (“CFTC”). The Fund seeks to invest in cash-settled, front-month bitcoin futures. In order to obtain inverse or “short” exposure, the Fund intends to enter into cash-settled bitcoin futures contracts as the
“seller.” In simplest terms, in a cash-settled futures market the seller pays the counterparty if the price of a futures contract goes up and receives cash from the counterparty if the price of the futures contract goes down.
○Swap Agreements – The Fund typically enters into swap agreements that provide exposure to bitcoin. Swap agreements are derivative contracts entered into primarily with major global financial institutions for a specified period ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange or “swap” payments based on the change in value of an underlying asset or benchmark, such as exchange-traded funds (“ETFs”) or indexes. For example, two parties may agree to exchange the return (or differentials in rates of returns) earned or realized on a particular investment or instrument.
●Money Market Instruments — The Fund expects that any cash balances maintained in connection with its use of derivatives will typically be held in high quality, short-term money market instruments, for example:
○U.S. Treasury Bills — U.S. government securities that have initial maturities of one year or less, and are supported by the full faith and credit of the U.S. government.
○Repurchase Agreements — Contracts in which a seller of securities, usually U.S. government securities or other money market instruments, agrees to buy the securities back at a specified time and price.
●Reverse Repurchase Agreements – The Fund seeks to engage in reverse repurchase agreements, a form of borrowing or leverage, and uses the proceeds to help achieve the Fund’s investment objective.
ProShare Advisors uses a mathematical approach to investing in which it determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce daily returns consistent with the Daily Target. For these purposes a day is measured from the time of one net asset value (“NAV”) calculation to the next.
The Fund seeks to remain fully invested at all times in financial instruments that, in combination, provide inverse exposure consistent with the investment objective, without regard to market conditions, trends or direction.
The Fund seeks to rebalance its portfolio each day so that its exposure to the Index is consistent with the Daily Target. The Index’s movements during the day will affect whether the Fund’s portfolio needs to be rebalanced. For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund’s exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the
6 :: Short Bitcoin ETF
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Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund’s exposure will need to be increased.
In order to maintain its inverse exposure to the Index, the Fund intends to exit its futures contracts as they near expiration and replace them with new futures contracts with a later expiration date. Futures contracts with a longer term to expiration may be priced lower than futures contracts with a shorter term to expiration, a relationship called “backwardation.” When rolling short futures contracts that are in backwardation, the Fund will close its short position by buying the expiring contract at a relatively higher price and selling a longer-dated contract at a relatively lower price. The presence of backwardation would be expected to adversely affect the performance of the Fund.
Conversely, futures contracts with a longer term to expiration may be priced higher than futures contracts with a shorter term to expiration, a relationship called “contango.” When rolling short futures contracts that are in contango, the Fund will close its short position by buying the expiring contract at a relatively lower price and selling a longer-dated contract at a relatively higher price. The presence of contango may positively affect the performance of the Fund.
The Fund expects to gain inverse exposure by investing a portion of its assets in a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands and advised by ProShare Advisors. Because the Fund intends to qualify for treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended, the Fund intends to invest no more than 25% of the Fund’s total assets in the subsidiary at each quarter end of the Fund’s tax year. Exceeding this amount may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information. References to investments by the Fund should be read to mean investments by either the Fund or the subsidiary.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Principal Risks
You could lose money by investing in the Fund.
●Investment Strategy Risk – The Fund obtains short exposure to bitcoin in a manner designed to provide inverse exposure to the single day returns of the Index. The Fund does not directly short bitcoin. Investors seeking to short bitcoin directly should consider an investment other than the Fund. While the performance of bitcoin futures contracts, in general, has historically been highly correlated to the performance of “spot” bitcoin, there can be no guarantee that this will continue. “Spot” bitcoin refers to bitcoin that can be purchased immediately.
●Short or Inverse Investing Risk — You will lose money when the Index rises – a result that is the opposite from a traditional index fund. Obtaining inverse or “short” exposure may be considered an aggressive investment technique. The costs of obtaining this short exposure will lower your returns. If the level of the Index approaches a 100% increase at any point in the day, you could lose your entire investment. As a result, an investment in the Fund may not be suitable for all investors.
●Holding Period Risk — The performance of the Fund for periods longer than a single day will likely differ from the Daily Target. This difference may be significant. If you are considering holding fund shares for longer than a day, it’s important that you understand the impact of Index returns and Index volatility (how much the value of the Index moves up and down from day-to-day) on your holding period return. Index volatility has a negative impact on Fund returns. During periods of higher Index volatility, the Index volatility may affect the Fund’s returns as much as or more than the return of the Index.
The following table illustrates the impact of Index volatility and Index return on Fund returns for a hypothetical one-year period. However, these effects will impact your return for any holding period other than a day. The longer you hold shares of the Fund, the more magnified these effects will be. As a result, you should consider monitoring your investments in the Fund in light of your individual investment goals and risk tolerance.
In the table areas shaded darker represent those scenarios where the Fund can be expected to return less than the Daily Target. As the table shows, your return will tend to be worse than the Daily Target when there are smaller Index gains or losses and higher Index volatility. Your return will tend to be better than the Daily Target when there are larger Index gains or losses and lower Index volatility. You may lose money when the Index return is flat (i.e., close to zero) and you may lose money when the Index falls.
The table uses hypothetical annualized Index volatility and Index returns to illustrate the impact of these two factors on Fund performance over a one-year period. It does not represent actual returns. Each row corresponds to the level of a hypothetical Index return for a one-year period. Each column corresponds to a level of hypothetical annualized Index volatility. For example, the Fund may mistakenly be expected to achieve a -20% return on a yearly basis if the annual Index return were 20%. However, as the table shows, with a one-year Index return of 20% and an annualized Index volatility of 50%, the Fund could be expected to return [-35.1%].
Short Bitcoin ETF :: 7PROSHARES.COM
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Estimated Fund Returns
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||||||
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Index Performance
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One Year Volatility Rate
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|||||
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One
Year
Index
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Inverse (-1x)
of the
One Year
Index
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10%
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25%
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50%
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75%
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100%
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-80%
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80%
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395.0%
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369.7%
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289.4%
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184.9%
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83.9%
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-60%
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60%
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147.5%
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134.9%
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94.7%
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42.4%
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-8.0%
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-40%
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40%
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65.0%
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56.6%
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29.8%
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-5.0%
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-38.7%
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-20%
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20%
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23.8%
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17.4%
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-2.6%
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-28.8%
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-54.0%
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0%
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0%
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-1.0%
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-6.1%
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-22.1%
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-43.0%
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-63.2%
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20%
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-20%
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-17.5%
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-21.7%
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-35.1%
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-52.5%
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-69.3%
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40%
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-40%
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-29.3%
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-32.9%
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-44.4%
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-59.3%
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-73.7%
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60%
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-60%
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-38.1%
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-41.3%
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-51.3%
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-64.4%
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-77.0%
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80%
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-80%
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-45.0%
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-47.8%
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-56.7%
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-68.3%
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-79.6%
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100%
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-100%
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-50.5%
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-53.0%
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-61.1%
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-71.5%
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-81.6%
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120%
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-120%
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-55.0%
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-57.3%
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-64.6%
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-74.1%
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-83.3%
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140%
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-140%
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-58.7%
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-60.9%
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-67.5%
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-76.3%
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-84.7%
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160%
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-160%
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-61.9%
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-63.9%
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-70.0%
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-78.1%
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-85.9%
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180%
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-180%
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-64.6%
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-66.4%
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-72.2%
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-79.7%
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-86.9%
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Assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If these were included the Fund’s performance would be different from that shown.
The Index’s annualized historical volatility rate for the five-year period ended May 31, 2025 was 59.14%. The Index’s highest May to May volatility rate during the five-year period was 67.24% (May 28, 2021). The Index’s annualized total return performance for the five-year period ended May 31, 2025 was 61.92%. Historical Index volatility and performance do not predict future Index volatility and performance.
For more information, including additional graphs and charts demonstrating the effects of Index volatility and Index return on the long-term performance of the Fund, see “Understanding the Risks and Long-Term Performance of a Daily Objective Fund” in the Fund’s Prospectus.
●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of inverse correlation with the Index. Fees, expenses, transaction costs, financing costs associated with the use of derivatives, among other factors, will adversely impact the Fund’s ability to meet its Daily Target. In addition, if for any reason the Fund is unable to rebalance all or a portion of its investments, the Fund may have exposure to the Index that is significantly greater or less than the Daily Target. Any of these factors may prevent the Fund from achieving exposure consistent with the Daily Target.
●Derivatives Risk — Investing in derivatives to obtain inverse exposure may be considered aggressive and may expose the Fund to greater risks including counterparty risk and correlation risk. The Fund may lose money if its derivatives do not perform as expected and may even lose money if they
do perform as expected. To the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund will be subject to the risks of that ETF including the risk that the ETF may not meet its investment objective. In addition, the Fund may be subject to greater correlation risk since the performance of the ETF may not correlate to the performance of the Index. Any costs associated with using derivatives will reduce the Fund’s return.
●Counterparty Risk — The Fund may lose money if a counterparty does not meet its contractual obligations. With respect to swap agreements, the terms of the agreement between the Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund, including intraday (for example, if the Index has a dramatic intraday move that causes a material decline in the Fund’s net assets). If an agreement is terminated, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve its investment objective.
●Leverage Risk — Leverage increases the risk of a total loss of an investor’s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index.
●Bitcoin Market Volatility Risk – The prices of bitcoin and bitcoin futures have historically been highly volatile. The value of the Fund’s inverse exposure to bitcoin futures – and therefore the value of an investment in the Fund – could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Trading prices of bitcoin and other digital assets have experienced significant volatility in recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets, including bitcoin over the course of 2021, and multiple market observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices, including for bitcoin. These episodes of rapid price appreciation followed by steep drawdowns have occurred multiple times throughout bitcoin’s history, including in 2011, 2013-2014, and 2017-2018, before repeating again in 2021-2022. In 2023 and over the course of 2024, bitcoin prices have continued to exhibit extreme volatility. Such volatility is expected to persist.
●Liquidity Risk — The market for the bitcoin futures contracts is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which
8 :: Short Bitcoin ETF
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the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and may increase the losses incurred while trying to do so. Such large positions also may impact the price of bitcoin futures, which could decrease the correlation between the performance of bitcoin futures and spot bitcoin.
●Bitcoin Futures Risk – The market for bitcoin futures may be less developed, and potentially less liquid and more volatile, than more established futures markets. While the bitcoin futures market has grown substantially since bitcoin futures commenced trading, there can be no assurance that this growth will continue. The price for bitcoin futures contracts is based on a number of factors, including the supply of and the demand for bitcoin futures contracts. Market conditions and expectations, regulatory limitations or limitations imposed by the listing exchanges or futures commission merchants (“FCMs”) (e.g., margin requirements, position limits, and accountability levels), collateral requirements, availability of counterparties, and other factors each can impact the supply of and demand for bitcoin futures contracts.
Market conditions and expectations, margin requirements, position limits, accountability levels, collateral requirements, availability of counterparties, and other factors may also limit the Fund’s ability to achieve its desired exposure to bitcoin futures contracts. If the Fund is unable to achieve such exposure it may not be able to meet its investment objective and the Fund’s returns may be different or lower than expected. Additionally, collateral requirements may require the Fund to liquidate its positions, potentially incurring losses and expenses, when it otherwise would not do so. Investing in derivatives like bitcoin futures may be considered aggressive and may expose the Fund to significant risks. These risks include counterparty risk and liquidity risk.
The performance of bitcoin futures contracts, in general, has historically been highly correlated to the performance of bitcoin. However, there can be no guarantee this will continue. Transaction costs (including the costs associated with futures investing), position limits, the availability of counterparties and other factors may impact the cost of bitcoin futures contracts and decrease the correlation between the performance of bitcoin futures contracts and bitcoin, over short or even long-term periods. In the event that there are persistent disconnects between bitcoin and bitcoin futures, the Fund may not be able to obtain the desired inverse exposure and may not be able to achieve its investment objective.
Moreover, price differences between bitcoin and bitcoin futures will expose the Fund to risks different from, and possibly greater than, the risks associated with investing directly in bitcoin, including larger losses or smaller gains.
●Cost of Futures Investment Risk – As discussed above, when a bitcoin futures contract is nearing expiration, the Fund will “roll” the futures contract. This means it will generally
exit its position in such contract and enter into a new position in a bitcoin futures contract with a later expiration date. When rolling short futures contracts that are in backwardation, the Fund will close its short position by buying the expiring contract at a relatively higher price and selling a longer-dated contract at a relatively lower price. Backwardation in the bitcoin futures market may have a significant adverse impact on the performance of the Fund. Both contango and backwardation may cause bitcoin futures to perform differently than spot bitcoin and may limit or prevent the Fund from achieving its investment objective.
●Bitcoin Futures Capacity Risk – If the Fund’s ability to obtain exposure to bitcoin futures contracts consistent with its investment objective is disrupted for any reason including, for example, limited liquidity in the bitcoin futures market, a disruption to the bitcoin futures market, or as a result of margin requirements, position limits, accountability levels, or other limitations imposed by the Fund’s futures commission merchants (“FCMs”), the listing exchanges or the CFTC, the Fund may not be able to achieve its investment objective and may experience significant losses.
In such circumstances, the Advisor intends to take such action as it believes appropriate and in the best interest of the Fund. Any disruption in the Fund’s ability to obtain inverse exposure to bitcoin futures contracts will cause the Fund’s performance to deviate from the performance of bitcoin and bitcoin futures. Additionally, the ability of the Fund to obtain inverse exposure to bitcoin futures contracts is limited by certain tax rules that limit the amount the Fund can invest in its wholly-owned subsidiary as of the end of each tax quarter. Exceeding this amount may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information.
●Bitcoin Risk – Bitcoin is a relatively new innovation and is subject to unique and substantial risks. The market for bitcoin is subject to rapid price swings, changes and uncertainty.
The further development of the Bitcoin Network and the acceptance and use of bitcoin are subject to a variety of factors that are difficult to evaluate. The slowing, stopping or reversing of the development of the Bitcoin Network or the acceptance of bitcoin may adversely affect the price and liquidity of bitcoin. The widespread adoption of a competing digital asset or blockchain may result in a reduction in demand for bitcoin. A significant portion of the demand for bitcoin may be the result of speculation. Such speculation regarding the potential future appreciation in the price of bitcoin may artificially inflate or deflate the price of bitcoin and increase volatility. Bitcoin is subject to the risk of fraud, theft, manipulation or security failures, operational or other problems that impact digital asset trading venues. Additionally, if one or a coordinated group of miners were to gain control of 51% of the Bitcoin Network, they would have the ability to execute extensive attacks, manipulate transactions, halt payments and fraudulently
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obtain bitcoin. A significant portion of bitcoin is held by a small number of holders sometimes referred to as “whales”. Transactions by these holders may influence the price of bitcoin.
Unlike the exchanges for more traditional assets, such as equity securities and futures contracts, bitcoin and digital asset trading venues are largely unregulated, may be operating out of compliance with regulation, and are highly fragmented. As a result of the lack of regulation, individuals or groups may engage in fraud or market manipulation (including using social media to promote bitcoin in a way that artificially increases the price of bitcoin). Investors may be more exposed to the risk of theft, fraud and market manipulation than when investing in more traditional asset classes. Over the past several years, a number of digital asset trading venues have been closed due to fraud, failure or security breaches. Investors in bitcoin may have little or no recourse should such theft, fraud or manipulation occur and could suffer significant losses. Legal or regulatory changes may negatively impact the operation of the Bitcoin Network or restrict the use of bitcoin. In addition, digital asset trading venues, bitcoin miners, and other participants may have significant exposure to other digital assets. Instability in the price, availability or legal or regulatory status of those instruments may adversely impact the operation of the digital asset trading venues and the Bitcoin Network.
As a result, events that are not necessarily related to the security or utility of bitcoin can nonetheless cause significant volatility in the price of bitcoin (e.g., the collapse of TerraUSD in May 2022 and FTX Trading Ltd. in November 2022). Alternatively, legal or regulatory changes may increase the acceptance and adoption of bitcoin. The realization of any of these risks could result in increased volatility and in some instances could result in a sharp increase in the value of bitcoin.
●Subsidiary Investment Risk — Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively affect the Fund and its shareholders.
●Borrowing Risk – The Fund may borrow for investment purposes using reverse repurchase agreements. In particular, the Fund may enter into reverse repurchase agreements at or near its tax quarter-end. The cost of borrowing may reduce the Fund’s return during those periods. Borrowing may cause the Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of the Fund. There can be no assurance that the Fund will be able to enter into reverse repurchase agreements or obtain favorable terms for those agreements.
●Money Market Instruments Risk — Adverse economic, political or market events affecting issuers of money market instru
ments, defaults by counterparties or changes in government regulations may have a negative impact on the performance of the Fund.
●Non-Diversification Risk — The Fund has the ability to invest a relatively high percentage of its assets in the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty.
●Concentration Risk — The Fund has significant exposure to bitcoin. As a result, the Fund may be subject to greater market fluctuations than a fund that is more broadly invested across industries.
●Index Performance Risk — The Index used by the Fund may underperform other asset classes and may underperform other similar indices. The Index is maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error.
●Intraday Price Performance Risk — The intraday performance of Fund shares traded in the secondary market generally will be different from the performance of the Fund when measured from one NAV calculation-time to the next. When shares are bought intraday, the performance of the Fund’s shares relative to the Index until the Fund’s next NAV calculation time will generally be higher or lower than the Daily Target.
●Market Price Variance Risk — Investors buy and sell Fund shares in the secondary market at market prices. Market prices may be different from the NAV per share of the Fund (i.e., the secondary market price may trade at a price greater than NAV (a premium) or less than NAV (a discount)). The market price of the Fund’s shares will fluctuate in response to changes in the value of the Fund’s holdings, supply and demand for shares and other market factors. In addition, the bitcoin futures held by the Fund and bitcoin may be traded in markets on days and at times when the Fund’s listing exchange is closed for trading. As a result, the value of the Fund’s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund’s holdings factors.
●Authorized Participant Risk — The Fund has a limited number of financial institutions that act as Authorized Participants or market markers. Only Authorized Participants may engage in creation or redemption transactions directly with the Fund. If some or all of these Authorized Participants exit the business or are unable to process creation and/or redemption orders, and other Authorized Participants are not willing or able to create and redeem Fund
10 :: Short Bitcoin ETF
PROSHARES.COM
shares, investors may experience a significantly diminished trading market and the shares may trade at a discount to NAV.
●Cash Purchases and Redemption Risk — The Fund expects to effect all of its creations and redemptions in cash rather than in-kind. Cash purchases and redemptions may increase transaction costs. The relatively high costs associated with obtaining inverse exposure to bitcoin futures contracts, particularly near contract expiration, may have a significant adverse impact on the performance of the Fund. Additionally, cash purchases and redemptions may cause the Fund to recognize a gain or loss.
●Early Close/Late Close/Trading Halt Risk — An exchange or market may close early, close late or issue trading halts on bitcoin futures contracts. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Investment Results
The bar chart below shows how the Fund’s investment results have varied from year to year, and the table shows how the Fund’s average annual total returns for various periods compare with different broad measures of market performance. This information provides some indication of the risks of investing in the Fund. In addition, the Fund’s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. Past results (before and after taxes) are not predictive of future results. Updated information on the Fund’s results can be obtained by visiting the Fund’s website (www.proshares.com).
Annual Returns as of December 31
|
Best Quarter
|
(ended
|
[ ]
|
):
|
[ ]%
|
|
Worst Quarter
|
(ended
|
[ ]
|
):
|
[ ]%
|
|
Year-to-Date
|
(ended
|
6/30/2025
|
):
|
[ ]
|
Average Annual Total Returns
As of December 31, 2024
|
|
One
Year
|
Since
Inception
|
Inception
Date
|
|
Before Tax
|
0.00%
|
[ ]
|
6/19/2022
|
|
After Taxes on Distributions
|
0.00%
|
[ ]
|
—
|
|
After Taxes on Distributions
and Sale of Shares
|
0.00%
|
[ ]
|
—
|
|
Bloomberg Bitcoin Index1
|
|
[ ]%
|
—
|
|
S&P 500® Index2
|
|
[ ]%
|
—
|
1
Reflects no deduction for fees, expenses or taxes. “Since Inception” returns are calculated from the date the Fund commenced operations, not the date of inception of the Index.
2
Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. “Since Inception” returns are calculated from the date the Fund commenced operations, not the date of inception of the Index.
Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.
Management
The Fund is advised by ProShare Advisors. Alexander Ilyasov, Senior Portfolio Manager, and George Banian, Portfolio Manager, have jointly and primarily managed the Fund since inception.
Purchase and Sale of Fund Shares
The Fund will issue and redeem shares only to Authorized Participants (typically broker-dealers) in exchange for cash in large blocks, known as Creation Units. Shares of the Fund may only be purchased and sold by retail investors in secondary market transactions through broker-dealers or other financial intermediaries. Shares of the Fund are listed for trading on a national securities exchange and because shares trade at market prices rather than NAV, shares of the Fund may trade at a price greater than NAV (premium) or less than NAV (discount). In addition to brokerage commissions, investors incur the costs of the difference between the highest price a buyer is willing to pay to purchase shares of the Funds (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). The bid-ask spread varies over time for Fund shares based on trading volume and market liquidity. Recent information, including information about a Fund’s NAV, market price, premiums and discounts, and bid-ask
Short Bitcoin ETF :: 11PROSHARES.COM
spreads, is included on the Fund’s website (www.proshares.com).
Tax Information
Income and capital gains distributions you receive from the Fund generally are subject to federal income taxes and may
also be subject to state and local taxes. The Fund intends to distribute income, if any, monthly, and capital gains, if any, at least annually.
12 :: Short Ether ETF
PROSHARES.COM
|
|
|
Investment Objective
ProShares Short Ether ETF (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Bloomberg Ethereum Index (the “Index”).
In this manner, the Fund seeks daily returns that correspond to the inverse (-1x) of the price of ether. The Fund does not directly short ether.
Important Information About the Fund
If the Fund is successful in meeting its investment objective, it should gain approximately as much as the Index loses when the Index falls on a given day. Conversely, it should lose approximately as much as the Index gains when the Index rises on a given day. The Fund does not seek to achieve the inverse (-1x) of the daily performance of the Index (the “Daily Target”) for any period other than a day.
While the Fund has a daily investment objective, you may hold Fund shares for longer than one day if you believe doing so is consistent with your goals and risk tolerance. If you hold fund shares for any period other than a day, it is important for you to understand that over your holding period:
●Your return may be higher or lower than the Daily Target, and this difference may be significant.
●Factors that contribute to returns that are worse than the Daily Target include smaller Index gains or losses and higher Index volatility, as well as longer holding periods when these factors apply.
●Factors that contribute to returns that are better than the Daily Target include larger Index gains or losses and lower Index volatility, as well as longer holding periods when these factors apply.
●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.
Fees and Expenses of the Fund
The table below describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. 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.
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage
of the value of your investment)
|
|
|
Management Fees
|
0.95%
|
|
Other Expenses1
|
[ ]%
|
|
Total Annual Fund Operating Expenses
|
[ ]%
|
|
Fee Waiver/Reimbursement2
|
[ ]%
|
1
[Other Expenses include [ ]% of interest expense and fees charged by futures commission merchants incurred in the course of implementing the Fund’s strategy.]
2
[ProShare Advisors LLC (“ProShare Advisors”) has contractually agreed to waive fees or reimburse the amount of any interest expense incurred in connection with investments in reverse repurchase agreements and any net fees charged by futures commission merchants through [September 30, 2026]. After such date, the expense limitation may be terminated or revised by ProShare Advisors.]
Example: This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, except that the fee waiver/expense reimbursement is assumed only to pertain to the first year. Although your actual costs may be higher or lower, based on these assumptions your approximate costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
The Fund pays transaction and financing costs associated with the purchase and sale of securities and derivatives. These costs are not reflected in the table or the example above.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Fund’s shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example above, affect the Fund’s performance. During the most recent fiscal year, the Fund’s annual portfolio turnover rate was [ ]% of the average value of its portfolio. This portfolio turnover rate is calculated without regard to cash instruments or derivatives transactions. If such transactions were included, the Fund’s portfolio turnover rate would be significantly higher.
Principal Investment Strategies
The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target. In this manner, the Fund seeks daily returns that correspond to the inverse (-1x) of the price of ether. The Fund does not directly short ether.
Ether is a digital asset. The ownership and operation of ether is determined by participants in an online, peer-to-peer network sometimes referred to as the “Ethereum Network.” The Ethereum Network connects computers that run publicly accessible, or “open source,” software that follows the rules and procedures governing the Ethereum Network. This is commonly referred to as the Ethereum Protocol (and is
Short Ether ETF :: 13PROSHARES.COM
described in more detail in the section entitled “The Ethereum Protocol” in the Fund’s Prospectus).
The value of ether is not backed by any government, corporation, or other identified body. Instead, its value is determined in part by the supply and demand in markets created to facilitate the trading of ether. Ownership and transaction records for ether are protected through public-key cryptography. The supply of ether is determined by the Ethereum Protocol. No single entity owns or operates the Ethereum Network. The Ethereum Network is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as “validators”), (2) developers who propose improvements to the Ethereum Protocol and the software that enforces the Protocol and (3) users who choose which version of the Ethereum software to run. From time to time, the developers suggest changes to the Ethereum software. If a sufficient number of users and validators elect not to adopt the changes, a new digital asset, operating on the earlier version of the Ethereum software, may be created. This is often referred to as a “fork.” The price of the ether futures contracts in which the Fund invests may reflect the impact of these forks.
The Index is designed to measure the performance of a single ether traded in USD and seeks to provide a proxy for the ether market. The Index price is a composite of U.S. dollar-ether trading activity reported by certain digital asset trading platforms that are evaluated based on a variety of different criteria, including the trading platforms’ oversight and governance controls, liquidity, capital controls, data transparency and data integrity. The digital asset trading platforms included in the Index are reevaluated quarterly. The Index is constructed and maintained by Bloomberg Index Services Limited. More information about the Index can be found using the Bloomberg ticker symbol “ETHEREUM”.
Under normal circumstances, the Fund will invest at least 80% of the Fund’s assets in, or provide exposure to, financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target.
The Fund will invest principally in the financial instruments listed below.
●Derivatives — Financial instruments whose value is derived from the value of an underlying asset or rate, such as stocks, bonds, ETFs, interest rates or indexes. The Fund invests in derivatives (e.g. [ether futures contracts]) in order to gain inverse exposure to the Index. These derivatives principally include:
○Ether Futures Contracts – Standardized, cash-settled ether futures contracts traded on commodity exchanges registered with the Commodity Futures Trading Commission (“CFTC”). The Fund seeks to invest in cash-settled, front-month ether futures. In order to obtain inverse or “short” exposure, the Fund intends to enter into cash-settled ether futures contracts as the “seller.” In simplest terms,
in a cash-settled futures market the seller pays the counterparty if the price of a futures contract goes up and receives cash from the counterparty if the price of the futures contract goes down. The Fund may also invest in back-month ether futures contracts. Front-month ether futures contracts are those contracts with the shortest time to maturity. Back-month ether futures contracts are those with longer times to maturity.
●Money Market Instruments — The Fund expects that any cash balances maintained in connection with its use of derivatives will typically be held in high quality, short-term money market instruments, for example:
○U.S. Treasury Bills — U.S. government securities that have initial maturities of one year or less, and are supported by the full faith and credit of the U.S. government.
○Repurchase Agreements — Contracts in which a seller of securities, usually U.S. government securities or other money market instruments, agrees to buy the securities back at a specified time and price.
●Reverse Repurchase Agreements – The Fund seeks to engage in reverse repurchase agreements, a form of borrowing or leverage, and uses the proceeds to help achieve the Fund’s investment objective.
ProShare Advisors uses a mathematical approach to investing in which it determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce daily returns consistent with the Daily Target. For these purposes a day is measured from the time of one net asset value (“NAV”) calculation to the next.
The Fund seeks to remain fully invested at all times in financial instruments that, in combination, provide inverse exposure consistent with the investment objective, without regard to market conditions, trends or direction.
The Fund seeks to rebalance its portfolio each day so that its exposure to the Index is consistent with the Daily Target. The Index’s movements during the day will affect whether the Fund’s portfolio needs to be rebalanced. For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund’s exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund’s exposure will need to be increased.
In order to maintain its inverse exposure to the Index, the Fund intends to exit its futures contracts as they near expiration and replace them with new futures contracts with a later expiration date. Futures contracts with a longer term to expiration may be priced lower than futures contracts with a shorter term to expiration, a relationship called “backwardation.” When rolling short futures contracts that are in backwardation, the Fund will close its short position by buying the expiring contract at a relatively higher price and selling a
14 :: Short Ether ETF
PROSHARES.COM
longer-dated contract at a relatively lower price. The presence of backwardation would be expected to adversely affect the performance of the Fund.
Conversely, futures contracts with a longer term to expiration may be priced higher than futures contracts with a shorter term to expiration, a relationship called “contango.” When rolling short futures contracts that are in contango, the Fund will close its short position by buying the expiring contract at a relatively lower price and selling a longer-dated contract at a relatively higher price. The presence of contango may positively affect the performance of the Fund.
The Fund expects to gain inverse exposure by investing a portion of its assets in a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands and advised by ProShare Advisors. Because the Fund intends to qualify for treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended, the Fund intends to invest no more than 25% of the Fund’s total assets in the subsidiary at each quarter end of the Fund’s tax year. Exceeding this amount may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information. References to investments by the Fund should be read to mean investments by either the Fund or the subsidiary.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Principal Risks
You could lose money by investing in the Fund.
●Investment Strategy Risk – The Fund obtains short exposure to ether in a manner designed to provide inverse exposure to the single day returns of the Index. The Fund does not directly short ether. Investors seeking to short ether directly should consider an investment other than the Fund. While the performance of ether futures contracts, in general, has historically been highly correlated to the performance of “spot” ether, there can be no guarantee that this will continue. “Spot” ether refers to ether that can be purchased immediately.
●Short or Inverse Investing Risk — You will lose money when the Index rises – a result that is the opposite from a traditional index fund. Obtaining inverse or “short” exposure may be
considered an aggressive investment technique. The costs of obtaining this short exposure will lower your returns. If the level of the Index approaches a 100% increase at any point in the day, you could lose your entire investment. As a result, an investment in the Fund may not be suitable for all investors.
●Holding Period Risk — The performance of the Fund for periods longer than a single day will likely differ from the Daily Target. This difference may be significant. If you are considering holding fund shares for longer than a day, it’s important that you understand the impact of Index returns and Index volatility (how much the value of the Index moves up and down from day-to-day) on your holding period return. Index volatility has a negative impact on Fund returns. During periods of higher Index volatility, the Index volatility may affect the Fund’s returns as much as or more than the return of the Index.
The following table illustrates the impact of Index volatility and Index return on Fund returns for a hypothetical one-year period. However, these effects will impact your return for any holding period other than a day. The longer you hold shares of the Fund, the more magnified these effects will be. As a result, you should consider monitoring your investments in the Fund in light of your individual investment goals and risk tolerance.
In the table areas shaded darker represent those scenarios where the Fund can be expected to return less than the Daily Target. As the table shows, your return will tend to be worse than the Daily Target when there are smaller Index gains or losses and higher Index volatility. Your return will tend to be better than the Daily Target when there are larger Index gains or losses and lower Index volatility. You may lose money when the Index return is flat (i.e., close to zero) and you may lose money when the Index falls.
The table uses hypothetical annualized Index volatility and Index returns to illustrate the impact of these two factors on Fund performance over a one-year period. It does not represent actual returns. Each row corresponds to the level of a hypothetical Index return for a one-year period. Each column corresponds to a level of hypothetical annualized Index volatility. For example, the Fund may mistakenly be expected to achieve a -20% return on a yearly basis if the annual Index return were 20%. However, as the table
Short Ether ETF :: 15PROSHARES.COM
shows, with a one-year Index return of 20% and an annualized Index volatility of 50%, the Fund could be expected to return [-35.1%].
|
Estimated Fund Returns
|
||||||
|
Index Performance
|
One Year Volatility Rate
|
|||||
|
One
Year
Index
|
Inverse (-1x)
of the
One Year
Index
|
10%
|
25%
|
50%
|
75%
|
100%
|
|
-80%
|
80%
|
395.0%
|
369.7%
|
289.4%
|
184.9%
|
83.9%
|
|
-60%
|
60%
|
147.5%
|
134.9%
|
94.7%
|
42.4%
|
-8.0%
|
|
-40%
|
40%
|
65.0%
|
56.6%
|
29.8%
|
-5.0%
|
-38.7%
|
|
-20%
|
20%
|
23.8%
|
17.4%
|
-2.6%
|
-28.8%
|
-54.0%
|
|
0%
|
0%
|
-1.0%
|
-6.1%
|
-22.1%
|
-43.0%
|
-63.2%
|
|
20%
|
-20%
|
-17.5%
|
-21.7%
|
-35.1%
|
-52.5%
|
-69.3%
|
|
40%
|
-40%
|
-29.3%
|
-32.9%
|
-44.4%
|
-59.3%
|
-73.7%
|
|
60%
|
-60%
|
-38.1%
|
-41.3%
|
-51.3%
|
-64.4%
|
-77.0%
|
|
80%
|
-80%
|
-45.0%
|
-47.8%
|
-56.7%
|
-68.3%
|
-79.6%
|
|
100%
|
-100%
|
-50.5%
|
-53.0%
|
-61.1%
|
-71.5%
|
-81.6%
|
|
120%
|
-120%
|
-55.0%
|
-57.3%
|
-64.6%
|
-74.1%
|
-83.3%
|
|
140%
|
-140%
|
-58.7%
|
-60.9%
|
-67.5%
|
-76.3%
|
-84.7%
|
|
160%
|
-160%
|
-61.9%
|
-63.9%
|
-70.0%
|
-78.1%
|
-85.9%
|
|
180%
|
-180%
|
-64.6%
|
-66.4%
|
-72.2%
|
-79.7%
|
-86.9%
|
|
|
|
|
|
|
|
|
Assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If these were included the Fund’s performance would be different from that shown.
The Index’s annualized historical volatility rate for the five-year period ended May 31, 2025 was 78.12%. The Index’s highest May to May volatility rate during the five-year period was 102.74% (May 28, 2021). The Index’s annualized total return performance for the five-year period ended May 31, 2025 was 63.53%. Historical Index volatility and performance do not predict future Index volatility and performance.
For more information, including additional graphs and charts demonstrating the effects of Index volatility and Index return on the long-term performance of the Fund, see “Understanding the Risks and Long-Term Performance of a Daily Objective Fund” in the Fund’s Prospectus.
●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of inverse correlation with the Index. Fees, expenses, transaction costs, financing costs associated with the use of derivatives, among other factors, will adversely impact the Fund’s ability to meet its Daily Target. In addition, if for any reason the Fund is unable to rebalance all or a portion of its investments, the Fund may have exposure to the Index that is significantly greater or less than the Daily Target. Any of these factors may prevent the Fund from achieving exposure consistent with the Daily Target.
●Derivatives Risk — Investing in derivatives to obtain inverse exposure may be considered aggressive and may expose the
Fund to greater risks including counterparty risk and correlation risk. The Fund may lose money if its derivatives do not perform as expected and may even lose money if they do perform as expected. Any costs associated with using derivatives will reduce the Fund’s return.
●Counterparty Risk — The Fund may lose money if a counterparty does not meet its contractual obligations.
●Leverage Risk — Leverage increases the risk of a total loss of an investor’s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index.
●Ether Market Volatility Risk – The prices of ether and ether futures have historically been highly volatile. The value of the Fund’s inverse exposure to ether futures – and therefore the value of an investment in the Fund – could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Trading prices of ether and other digital assets have experienced significant volatility in recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets, including ether over the course of 2021, and multiple market observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices, including for ether. These episodes of rapid price appreciation followed by steep drawdowns have occurred multiple times throughout ether’s history, including in 2017-2018 and 2021-2022. Since then ether prices have continued to exhibit extreme volatility. Such volatility may persist.
●Liquidity Risk — The market for the ether futures contracts is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and may increase the losses incurred while trying to do so. Such large positions also may impact the price of ether futures, which could decrease the correlation between the performance of ether futures and spot ether.
●Ether Futures Risk – The market for ether futures may be less developed, and potentially less liquid and more volatile, than more established futures markets. While the ether futures market has grown substantially since ether futures commenced trading, there can be no assurance that this growth will continue. The price for ether futures contracts is based on a number of factors, including the supply of and
16 :: Short Ether ETF
PROSHARES.COM
the demand for ether futures contracts. Market conditions and expectations, regulatory limitations or limitations imposed by the listing exchanges or futures commission merchants (“FCMs”) (e.g., margin requirements, position limits, and accountability levels), collateral requirements, availability of counterparties, and other factors each can impact the supply of and demand for ether futures contracts.
Market conditions and expectations, margin requirements, position limits, accountability levels, collateral requirements, availability of counterparties, and other factors may also limit the Fund’s ability to achieve its desired exposure to ether futures contracts. If the Fund is unable to achieve such exposure it may not be able to meet its investment objective and the Fund’s returns may be different or lower than expected. Additionally, collateral requirements may require the Fund to liquidate its positions, potentially incurring losses and expenses, when it otherwise would not do so. Investing in derivatives like ether futures may be considered aggressive and may expose the Fund to significant risks. These risks include counterparty risk and liquidity risk.
The performance of ether futures contracts, in general, has historically been highly correlated to the performance of ether. However, there can be no guarantee this will continue. Transaction costs (including the costs associated with futures investing), position limits, the availability of counterparties and other factors may impact the cost of ether futures contracts and decrease the correlation between the performance of ether futures contracts and ether, over short or even long-term periods. In the event that there are persistent disconnects between ether and ether futures, the Fund may not be able to obtain the desired inverse exposure and may not be able to achieve its investment objective.
In addition, the performance of back-month futures contracts is likely to differ more significantly from the performance of the spot prices of ether. To the extent the Fund is invested in back-month ether future contracts, the performance of the Fund should be expected to deviate more significantly from the performance of ether. Moreover, price differences between ether and ether futures will expose the Fund to risks different from, and possibly greater than, the risks associated with investing directly in ether, including larger losses or smaller gains.
●Cost of Futures Investment Risk – As discussed above, when a ether futures contract is nearing expiration, the Fund will “roll” the futures contract. This means it will generally exit its position in such contract and enter into a new position in a ether futures contract with a later expiration date. When rolling short futures contracts that are in backwardation, the Fund will close its short position by buying the expiring contract at a relatively higher price and selling a longer-dated contract at a relatively lower price. Backwardation in the ether futures market may have a significant
adverse impact on the performance of the Fund. Both contango and backwardation may cause ether futures to perform differently than spot ether and may limit or prevent the Fund from achieving its investment objective.
●Ether Futures Capacity Risk – If the Fund’s ability to obtain exposure to ether futures contracts consistent with its investment objective is disrupted for any reason including, for example, limited liquidity in the ether futures market, a disruption to the ether futures market, or as a result of margin requirements, position limits, accountability levels, or other limitations imposed by the Fund’s futures commission merchants (“FCMs”), the listing exchanges or the CFTC, the Fund may not be able to achieve its investment objective and may experience significant losses.
In such circumstances, the Advisor intends to take such action as it believes appropriate and in the best interest of the Fund. Any disruption in the Fund’s ability to obtain inverse exposure to ether futures contracts will cause the Fund’s performance to deviate from the performance of ether and ether futures. Additionally, the ability of the Fund to obtain inverse exposure to ether futures contracts is limited by certain tax rules that limit the amount the Fund can invest in its wholly-owned subsidiary as of the end of each tax quarter. Exceeding this amount may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information.
●Ether Risk – The Fund’s investments in ether futures contracts exposes the Fund to the risks associated with an investment in ether because the price of ether futures is substantially based on the price of ether. Ether is a relatively new innovation and is subject to unique and substantial risks. The market for ether is subject to rapid price swings, changes and uncertainty. A significant portion of the demand for ether may be the result of speculation. Consequently, the value of ether has been, and may continue to be, substantially dependent on speculation. Such speculation regarding the potential future appreciation of the price of ether may artificially inflate or deflate the price of ether and increase volatility. The further development of the Ethereum Network and the acceptance and use of ether are subject to a variety of factors that are difficult to evaluate. The slowing, stopping or reversing of the development of the Ethereum Network or the acceptance of ether may adversely affect the price and liquidity of ether. Ether is subject to the risk of fraud, theft, manipulation or security failures, operational or other problems that impact ether trading venues. Additionally, if one or a coordinated group of validators were to gain control of 33% or more of staked ether, they would have the ability to execute extensive attacks, manipulate transactions and fraudulently obtain ether. If such a validator or group of validators were to gain control of one-third of staked ether, they could halt payments. A significant portion of ether is held by a small number of holders sometimes referred to as “whales”. Transactions by these holders may influence the price of
Short Ether ETF :: 17PROSHARES.COM
ether and these holders may have the ability to manipulate the price of ether.
Unlike the exchanges for more traditional assets, such as equity securities and futures contracts, ether and ether trading venues are largely unregulated and may be operating out of compliance with applicable regulation. As a result of the lack of regulation, individuals or groups may engage in fraud or market manipulation (including using social media to promote ether in a way that artificially increases the price of ether). Investors may be more exposed to the risk of theft, fraud and market manipulation than when investing in more traditional asset classes. Over the past several years, a number of ether trading venues have been closed due to fraud, failure or security breaches. Investors in ether may have little or no recourse should such theft, fraud or manipulation occur and could suffer significant losses.
Legal or regulatory changes may increase the acceptance and adoption of ether. In addition, digital asset trading venues and other participants may have significant exposure to other digital assets. Instability in the price, availability, or legal or regulatory status of those instruments may adversely impact the operation of the digital asset trading venues and the Ethereum Network. As a result, events that are not necessarily related to the security or utility of ether can nonetheless cause a significant increase in the volatility of ether (e.g., the collapse of TerraUSD in May 2022 and FTX Trading Ltd. in November 2022). The realization of any of these risks could result in increased volatility and in some instances could result in a sharp increase in the value of ether and ether futures.
●Subsidiary Investment Risk — Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively affect the Fund and its shareholders.
●Borrowing Risk – The Fund may borrow for investment purposes using reverse repurchase agreements. In particular, the Fund may enter into reverse repurchase agreements at or near its tax quarter-end. The cost of borrowing may reduce the Fund’s return during those periods. Borrowing may cause the Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of the Fund. There can be no assurance that the Fund will be able to enter into reverse repurchase agreements or obtain favorable terms for those agreements.
●Money Market Instruments Risk — Adverse economic, political or market events affecting issuers of money market instruments, defaults by counterparties or changes in government regulations may have a negative impact on the performance of the Fund.
●Non-Diversification Risk — The Fund has the ability to invest a relatively high percentage of its assets in the securities of a
small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty.
●Concentration Risk — The Fund has significant exposure to ether. As a result, the Fund may be subject to greater market fluctuations than a fund that is more broadly invested across industries.
●Index Performance Risk — The Index used by the Fund may underperform other asset classes and may underperform other similar indices. The Index is maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error.
●Intraday Price Performance Risk — The intraday performance of Fund shares traded in the secondary market generally will be different from the performance of the Fund when measured from one NAV calculation-time to the next. When shares are bought intraday, the performance of the Fund’s shares relative to the Index until the Fund’s next NAV calculation time will generally be higher or lower than the Daily Target.
●Market Price Variance Risk — Investors buy and sell Fund shares in the secondary market at market prices. Market prices may be different from the NAV per share of the Fund (i.e., the secondary market price may trade at a price greater than NAV (a premium) or less than NAV (a discount)). The market price of the Fund’s shares will fluctuate in response to changes in the value of the Fund’s holdings, supply and demand for shares and other market factors. In addition, the ether futures held by the Fund and ether may be traded in markets on days and at times when the Fund’s listing exchange is closed for trading. As a result, the value of the Fund’s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund’s holdings factors.
●Authorized Participant Risk — The Fund has a limited number of financial institutions that act as Authorized Participants or market markers. Only Authorized Participants may engage in creation or redemption transactions directly with the Fund. If some or all of these Authorized Participants exit the business or are unable to process creation and/or redemption orders, and other Authorized Participants are not willing or able to create and redeem Fund shares, investors may experience a significantly diminished trading market and the shares may trade at a discount to NAV.
●Cash Purchases and Redemption Risk — The Fund expects to effect all of its creations and redemptions in cash rather than in-kind. Cash purchases and redemptions may
18 :: Short Ether ETF
PROSHARES.COM
increase transaction costs. The relatively high costs associated with obtaining inverse exposure to ether futures contracts, particularly near contract expiration, may have a significant adverse impact on the performance of the Fund. Additionally, cash purchases and redemptions may cause the Fund to recognize a gain or loss.
●Early Close/Late Close/Trading Halt Risk — An exchange or market may close early, close late or issue trading halts on ether futures contracts. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Investment Results
The bar chart below shows the Fund’s investment results during its first full calendar year of operations, and the table shows how the Fund’s average annual total returns for various periods compare with different broad measures market performance. This information provides some indication of the risks of investing in the Fund. In addition, the Fund’s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. Past results (before and after taxes) are not predictive of future results. Updated information on the Fund’s results can be obtained by visiting the Fund’s website (www.proshares.com).
Annual Returns as of December 31
|
Best Quarter
|
(ended
|
[ ]
|
):
|
[ ]%
|
|
Worst Quarter
|
(ended
|
[ ]
|
):
|
[ ]%
|
|
Year-to-Date
|
(ended
|
6/30/2025
|
):
|
[ ]
|
Average Annual Total Returns
As of December 31, 2024
|
|
Since
Inception
|
Inception
Date
|
|
Before Tax
|
|
11/2/2023
|
|
After Taxes on Distributions
|
|
—
|
|
After Taxes on Distributions and Sale
of Shares
|
|
—
|
|
Bloomberg Ethereum Index
|
[ ]%
|
—
|
|
Bloomberg Galaxy Ethereum Index
|
[ ]%
|
—
|
|
S&P 500® Index
|
[ ]%
|
—
|
Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.
Management
The Fund is advised by ProShare Advisors. Alexander Ilyasov, Senior Portfolio Manager, and George Banian, Portfolio Manager, have jointly and primarily managed the Fund since inception.
Purchase and Sale of Fund Shares
The Fund will issue and redeem shares only to Authorized Participants (typically broker-dealers) in exchange for cash in large blocks, known as Creation Units. Shares of the Fund may only be purchased and sold by retail investors in secondary market transactions through broker-dealers or other financial intermediaries. Shares of the Fund are listed for trading on a national securities exchange and because shares trade at market prices rather than NAV, shares of the Fund may trade at a price greater than NAV (premium) or less than NAV (discount). In addition to brokerage commissions, investors incur the costs of the difference between the highest price a buyer is willing to pay to purchase shares of the Funds (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). The bid-ask spread varies over time for Fund shares based on trading volume and market liquidity. Recent information, including information about a Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, is included on the Fund’s website (www.proshares.com).
Tax Information
Income and capital gains distributions you receive from the Fund generally are subject to federal income taxes and may also be subject to state and local taxes. The Fund intends to distribute income, if any, monthly, and capital gains, if any, at least annually.
Ultra Bitcoin ETF :: 19PROSHARES.COM
|
|
|
Investment Objective
ProShares Ultra Bitcoin ETF (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Bitcoin Index (the “Index”).
In this manner, the Fund seeks daily returns that correspond to two times (2x) the price of bitcoin. The Fund does not invest directly in bitcoin.
Important Information About the Fund
If the Fund is successful in meeting its investment objective, it should gain approximately two times as much as the Index when the Index rises on a given day. Conversely, it should lose approximately two times as much as the Index when the Index falls on a given day. The Fund does not seek to achieve two times (2x) the daily performance of the Index (the “Daily Target”) for any period other than a day.
While the Fund has a daily investment objective, you may hold Fund shares for longer than one day if you believe doing so is consistent with your goals and risk tolerance. If you hold fund shares for any period other than a day, it is important for you to understand that over your holding period:
●Your return may be higher or lower than the Daily Target, and this difference may be significant.
●Factors that contribute to returns that are worse than the Daily Target include smaller Index gains or losses and higher Index volatility, as well as longer holding periods when these factors apply.
●Factors that contribute to returns that are better than the Daily Target include larger Index gains or losses and lower Index volatility, as well as longer holding periods when these factors apply.
●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.
Fees and Expenses of the Fund
The table below describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. 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.
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage
of the value of your investment)
|
|
|
Management Fees
|
0.95%
|
|
Other Expenses
|
0.00%
|
|
Total Annual Fund Operating Expenses
|
[ ]%
|
Example: This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your approximate costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
The Fund pays transaction and financing costs associated with the purchase and sale of securities and derivatives. These costs are not reflected in the table or the example above.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Fund’s shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example above, affect the Fund’s performance. During the most recent fiscal year, the Fund’s annual portfolio turnover rate was [ ]% of the average value of its portfolio. This portfolio turnover rate is calculated without regard to cash instruments or derivatives transactions. If such transactions were included, the Fund’s portfolio turnover rate would be significantly higher.
Principal Investment Strategies
The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target. In this manner, the Fund seeks daily returns that correspond to two times (2x) the price of bitcoin. The Fund does not invest directly in bitcoin.
Bitcoin is a digital asset. The ownership and operation of bitcoin is determined by participants in an online, peer-to-peer network sometimes referred to as the “Bitcoin Network”. The Bitcoin Network connects computers that run publicly accessible, or “open source,” software that follows the rules and procedures governing the Bitcoin Network. This is commonly referred to as the Bitcoin Protocol (and is described in more detail in the section entitled “The Bitcoin Protocol” in the Fund’s Prospectus). Bitcoin may be used to pay for goods and services, stored for future use, or converted to a government-issued currency. As of the date of this Prospectus, the adoption of bitcoin for these purposes has been limited and bitcoin presently is not widely accepted as a means of payment.
The value of bitcoin is not backed by any government, corporation, or other identified body. Instead, its value is determined in part by the supply and demand in markets created to facilitate trading of bitcoin. Ownership and transaction
20 :: Ultra Bitcoin ETF
PROSHARES.COM
records for bitcoin are protected through public-key cryptography. The supply of bitcoin is determined by the Bitcoin Protocol. No single entity owns or operates the Bitcoin Network. The Bitcoin Network is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as “miners”), (2) developers who propose improvements to the Bitcoin Protocol and the software that enforces the protocol and (3) users who choose which version of the bitcoin software to run. From time to time, the developers suggest changes to the bitcoin software. If a sufficient number of users and miners elect not to adopt the changes, a new digital asset, operating on the earlier version of the bitcoin software, may be created. This is often referred to as a “fork.” The value of the Fund may reflect the impact of these forks.
The Index is designed to measure the performance of a single bitcoin traded in USD and seeks to provide a proxy for the bitcoin market. The Index price is a composite of U.S. dollar-bitcoin trading activities reported by certain digital asset trading platforms that are evaluated based on a variety of different criteria, including the trading platforms’ oversight and governance controls, liquidity, capital controls, data transparency and data integrity. The digital asset trading platforms included in the Index are reevaluated quarterly. The Index is constructed and maintained by Bloomberg Index Services Limited. More information about the Index can be found using the Bloomberg ticker symbol “BITCOIN”.
Under normal circumstances, the Fund will invest at least 80% of the Fund’s assets in, or provide exposure to, financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target.
The Fund will invest principally in the financial instruments listed below.
●Derivatives — Financial instruments whose value is derived from the value of an underlying asset or rate, such as stocks, bonds, ETFs, interest rates or indexes. The Fund invests in derivatives (e.g. [swap agreements on U.S. ETPs and bitcoin futures contracts]) in order to gain leveraged exposure to the Index. These derivatives principally include:
○Swap Agreements – The Fund typically enters into swap agreements that provide exposure to bitcoin. Swap agreements are derivative contracts entered into primarily with major global financial institutions for a specified period ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange or “swap” payments based on the change in value of an underlying asset or benchmark, such as exchange-traded funds (“ETFs”) or indexes. For example, two parties may agree to exchange the return (or differentials in rates of returns) earned or realized on a particular investment or instrument. As of the date of this Prospectus, it is expected that the Fund will gain swap exposure to bitcoin by entering into one or more swap
agreements that use a single U.S.-traded ETF that holds spot bitcoin (each a “Spot Bitcoin ETF”) as a reference asset. The Fund may have exposure to bitcoin through swap transactions that provide exposure to only a single Spot Bitcoin ETF or may enter into transactions that when combined provide the Fund with exposure to multiple Spot Bitcoin ETFs. The Fund may have exposure to a single Spot ETF for extended periods of time. A Spot Bitcoin ETF used as a reference asset for one or more of the Fund’s swap transactions may change at any time based on a variety of factors, including counterparty terms; market conditions; and the fees, performance, and liquidity of those Spot Bitcoin ETFs.
○Bitcoin Futures Contracts – In certain circumstances, for example, if the Fund is unable to obtain the desired exposure to bitcoin using swap agreements, the Fund may obtain exposure to bitcoin through standardized, cash-settled bitcoin futures contracts traded on commodity exchanges registered with the Commodity Futures Trading Commission (“CFTC”). The Fund seeks to invest in cash-settled, front-month bitcoin futures. Front-month bitcoin futures contracts are those contracts with the shortest time to maturity.
●Money Market Instruments — The Fund expects that any cash balances maintained in connection with its use of derivatives will typically be held in high quality, short-term money market instruments, for example:
○U.S. Treasury Bills — U.S. government securities that have initial maturities of one year or less, and are supported by the full faith and credit of the U.S. government.
○Repurchase Agreements — Contracts in which a seller of securities, usually U.S. government securities or other money market instruments, agrees to buy the securities back at a specified time and price.
●Reverse Repurchase Agreements – When the Fund invests in bitcoin futures contracts, the Fund may engage in reverse repurchase agreements, a form of borrowing or leverage, and use the proceeds to help achieve the Fund’s investment objective.
ProShare Advisors uses a mathematical approach to investing in which it determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce daily returns consistent with the Daily Target. For these purposes a day is measured from the time of one net asset value (“NAV”) calculation to the next.
The Fund seeks to remain fully invested at all times in financial instruments that, in combination, provide leveraged exposure consistent with the investment objective, without regard to market conditions, trends or direction.
The Fund seeks to rebalance its portfolio each day so that its exposure to the Index is consistent with the Daily Target. The Index’s movements during the day will affect whether the Fund’s portfolio needs to be rebalanced. For example, if the
Ultra Bitcoin ETF :: 21PROSHARES.COM
Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund’s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund’s exposure will need to be decreased.
In order to maintain its exposure to futures contracts, the Fund must sell its futures contracts as they near expiration and replace them with new futures contracts with a later expiration date. This is often referred to as “rolling” a futures contract. Futures contracts with a longer term to expiration may be priced higher than futures contracts with a shorter term to expiration, a relationship called “contango.” When rolling futures contracts that are in contango, the Fund will sell the expiring contract at a relatively lower price and buy a longer-dated contract at a relatively higher price.
Conversely, futures contracts with a longer term to expiration may be priced lower than futures contracts with a shorter term to expiration, a relationship called “backwardation.” When rolling futures contracts that are in backwardation, the Fund will sell the expiring contract at a relatively higher price and buy a longer-dated contract at a relatively lower price.
The Fund expects to gain leveraged exposure by investing a portion of its assets in a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands and advised by ProShare Advisors. Because the Fund intends to qualify for treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended, the Fund intends to invest no more than 25% of the Fund’s total assets in the subsidiary at each quarter end of the Fund’s tax year. Exceeding this amount may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information. References to investments by the Fund should be read to mean investments by either the Fund or the subsidiary.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Principal Risks
You could lose money by investing in the Fund.
●Investment Strategy Risk – The Fund obtains leveraged exposure to bitcoin in a manner designed to provide leveraged exposure to the single day returns of the Index. The Fund does not directly buy bitcoin. Investors seeking exposure to bitcoin directly should consider an investment other than the Fund. While the performance of bitcoin futures contracts, in general, has historically been highly corre
lated to the performance of “spot” bitcoin, there can be no guarantee that this will continue. “Spot” bitcoin refers to bitcoin that can be purchased immediately.
●Leverage Risk — The Fund uses leverage and will lose more money when the value of the Index falls than a similar fund that does not use leverage. The use of leverage increases the risk of a total loss of your investment. If the Index approaches a 50% loss at any point in the day, you could lose your entire investment. As a result, an investment in the Fund may not be suitable for all investors. The use of leverage increases the volatility of your returns. The cost of obtaining this leverage will lower your returns.
●Holding Period Risk — The performance of the Fund for periods longer than a single day will likely differ from the Daily Target. This difference may be significant. If you are considering holding fund shares for longer than a day, it’s important that you understand the impact of Index returns and Index volatility (how much the value of the Index moves up and down from day-to-day) on your holding period return. Index volatility has a negative impact on Fund returns. During periods of higher Index volatility, the Index volatility may affect the Fund’s returns as much as or more than the return of the Index.
The following table illustrates the impact of Index volatility and Index return on Fund returns for a hypothetical one-year period. However, these effects will impact your return for any holding period other than a day. The longer you hold shares of the Fund, the more magnified these effects will be. As a result, you should consider monitoring your investments in the Fund in light of your individual investment goals and risk tolerance.
In the table areas shaded darker represent those scenarios where the Fund can be expected to return less than the Daily Target. As the table shows, your return will tend to be worse than the Daily Target when there are smaller Index gains or losses and higher Index volatility. Your return will tend to be better than the Daily Target when there are larger Index gains or losses and lower Index volatility. You may lose money when the Index return is flat (i.e., close to zero) and you may lose money when the Index rises.
The table uses hypothetical annualized Index volatility and Index returns to illustrate the impact of these two factors on Fund performance over a one-year period. It does not represent actual returns. Each row corresponds to the level of a hypothetical Index return for a one-year period. Each column corresponds to a level of hypothetical annualized Index volatility. For example, the Fund may mistakenly be expected to achieve a -40% return on a yearly basis if the
22 :: Ultra Bitcoin ETF
PROSHARES.COM
annual Index return were -20%. However, as the table shows, with a one-year Index return of -20% and an annualized Index volatility of 50%, the Fund could be expected to return -50.2%.
|
Estimated Fund Returns
|
||||||
|
Index Performance
|
One Year Volatility Rate
|
|||||
|
One
Year
Index
|
Two times
(2x) the
One Year
Index
|
10%
|
25%
|
50%
|
75%
|
100%
|
|
-60%
|
-120%
|
-84.2%
|
-85.0%
|
-87.5%
|
-90.9%
|
-94.1%
|
|
-50%
|
-100%
|
-75.2%
|
-76.5%
|
-80.5%
|
-85.8%
|
-90.8%
|
|
-40%
|
-80%
|
-64.4%
|
-66.2%
|
-72.0%
|
-79.5%
|
-86.8%
|
|
-30%
|
-60%
|
-51.5%
|
-54.0%
|
-61.8%
|
-72.1%
|
-82.0%
|
|
-20%
|
-40%
|
-36.6%
|
-39.9%
|
-50.2%
|
-63.5%
|
-76.5%
|
|
-10%
|
-20%
|
-19.8%
|
-23.9%
|
-36.9%
|
-53.8%
|
-70.2%
|
|
0%
|
0%
|
-1.0%
|
-6.1%
|
-22.1%
|
-43.0%
|
-63.2%
|
|
10%
|
20%
|
19.8%
|
13.7%
|
-5.8%
|
-31.1%
|
-55.5%
|
|
20%
|
40%
|
42.6%
|
35.3%
|
12.1%
|
-18.0%
|
-47.0%
|
|
30%
|
60%
|
67.3%
|
58.8%
|
31.6%
|
-3.7%
|
-37.8%
|
|
40%
|
80%
|
94.0%
|
84.1%
|
52.6%
|
11.7%
|
-27.9%
|
|
50%
|
100%
|
122.8%
|
111.4%
|
75.2%
|
28.2%
|
-17.2%
|
|
60%
|
120%
|
153.5%
|
140.5%
|
99.4%
|
45.9%
|
-5.8%
|
Assumes: (a) no Fund expenses and (b) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If these were included the Fund’s performance would be different from that shown.
The Index’s annualized historical volatility rate for the five-year period ended May 31, 2025 was 59.14%. The Index’s highest May to May volatility rate during the five-year period was 67.24% (May 28, 2021). The Index’s annualized total return performance for the five-year period ended May 31, 2025 was 61.92%. Historical Index volatility and performance do not predict future Index volatility and performance.
For more information, including additional graphs and charts demonstrating the effects of Index volatility and Index return on the long-term performance of the Fund, see “Understanding the Risks and Long-Term Performance of a Daily Objective Fund” in the Fund’s Prospectus.
●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of leveraged correlation with the Index. Fees, expenses, transaction costs, financing costs associated with the use of derivatives, among other factors, will adversely impact the Fund’s ability to meet its Daily Target. In addition, if for any reason the Fund is unable to rebalance all or a portion of its investments, the Fund may have exposure to the Index that is significantly greater or less than the Daily Target. Any of these factors may prevent the Fund from achieving exposure consistent with the Daily Target.
●Derivatives Risk — Investing in derivatives to obtain leveraged exposure may be considered aggressive and may expose the Fund to greater risks including counterparty risk and correlation risk. The Fund may lose money if its derivatives do
not perform as expected and may even lose money if they do perform as expected. To the extent the Fund invests in swaps that use an ETF, including a Spot Bitcoin ETF, as the reference asset, the Fund will be subject to the risks of that ETF, including the risk that the ETF may not meet its investment objective. In addition, the Fund may be subject to greater correlation risk since the performance of the ETF may not correlate to the performance of the Index. In particular, the index a Spot Bitcoin ETF uses to value its investments may be different from the Fund’s Index. Information about Spot Bitcoin ETFs provided to or filed with the SEC by a Spot Bitcoin ETF can be located by reference to the Spot Bitcoin ETF’s SEC file number through the SEC’s website at www.sec.gov. Any costs associated with using derivatives will reduce the Fund’s return.
●Counterparty Risk — The Fund may lose money if a counterparty does not meet its contractual obligations.
Counterparties may impose margin requirements, exposure limits, and collateral requirements that may limit the Fund’s ability to achieve its desired leveraged exposure to bitcoin. In addition, the Fund has a limited number of counterparties, which may limit the ability of the Fund to obtain leveraged exposure to bitcoin. Moreover, the Fund generally structures its agreements so that the Fund or the counterparty can terminate the contract at any time without penalty. This means there is a risk that the Fund’s counterparties may terminate the Fund’s swap agreements and no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Fund that provide sufficient leveraged exposure to bitcoin. As an example, if the Index has a dramatic intraday move, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve its Daily Target. If the Fund cannot obtain sufficient leveraged exposure to bitcoin, the Fund will not meet its Daily Target.
●Bitcoin Market Volatility Risk – The prices of bitcoin have historically been highly volatile. The value of the Fund’s leveraged exposure to bitcoin – and therefore the value of an investment in the Fund – could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Trading prices of bitcoin and other digital assets have experienced significant volatility in recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets, including bitcoin over the course of 2021, and multiple market observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices, including for bitcoin. These episodes of rapid price appreciation followed by
Ultra Bitcoin ETF :: 23PROSHARES.COM
steep drawdowns have occurred multiple times throughout bitcoin’s history, including in 2011, 2013-2014, and 2017-2018, before repeating again in 2021-2022. In 2023 and over the course of 2024, bitcoin prices have continued to exhibit extreme volatility. Such volatility is expected to persist.
●Liquidity Risk — The market for the bitcoin futures contracts is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and may increase the losses incurred while trying to do so. Such large positions also may impact the price of bitcoin futures, which could decrease the correlation between the performance of bitcoin futures and spot bitcoin.
●Bitcoin Futures Risk – The market for bitcoin futures may be less developed, and potentially less liquid and more volatile, than more established futures markets. While the bitcoin futures market has grown substantially since bitcoin futures commenced trading, there can be no assurance that this growth will continue. The price for bitcoin futures contracts is based on a number of factors, including the supply of and the demand for bitcoin futures contracts. Market conditions and expectations, regulatory limitations or limitations imposed by the listing exchanges or futures commission merchants (“FCMs”) (e.g., margin requirements, position limits, and accountability levels), collateral requirements, availability of counterparties, and other factors each can impact the supply of and demand for bitcoin futures contracts.
Market conditions and expectations, margin requirements, position limits, accountability levels, collateral requirements, availability of counterparties, and other factors may also limit the Fund’s ability to achieve its desired exposure to bitcoin futures contracts. If the Fund is unable to achieve such exposure it may not be able to meet its investment objective and the Fund’s returns may be different or lower than expected. Additionally, collateral requirements may require the Fund to liquidate its positions, potentially incurring losses and expenses, when it otherwise would not do so. Investing in derivatives like bitcoin futures may be considered aggressive and may expose the Fund to significant risks. These risks include counterparty risk and liquidity risk.
The performance of bitcoin futures contracts, in general, has historically been highly correlated to the performance of bitcoin. However, there can be no guarantee this will continue. Transaction costs (including the costs associated with futures investing), position limits, the availability of
counterparties and other factors may impact the cost of bitcoin futures contracts and decrease the correlation between the performance of bitcoin futures contracts and bitcoin, over short or even long-term periods. In the event that there are persistent disconnects between bitcoin and bitcoin futures, the Fund may not be able to obtain the desired leveraged exposure and may not be able to achieve its investment objective.
Moreover, price differences between bitcoin and bitcoin futures will expose the Fund to risks different from, and possibly greater than, the risks associated with investing directly in bitcoin, including larger losses or smaller gains.
●Cost of Futures Investment Risk – As discussed above, when a bitcoin futures contract is nearing expiration, the Fund will “roll” the futures contract, which means it will generally sell such contract and use the proceeds to buy a bitcoin futures contract with a later expiration date. When rolling futures contracts that are in contango, the Fund would sell a lower priced, expiring contract and purchase a higher priced, longer-dated contract. The price difference between the expiring contract and longer-dated contract associated with rolling bitcoin futures is typically substantially higher than the price difference associated with rolling other futures contracts. Bitcoin futures have historically experienced extended periods of contango. Contango in the bitcoin futures market may have a significant adverse impact on the performance of the Fund and may cause bitcoin futures and the Fund to underperform spot bitcoin. Both contango and backwardation would reduce the Fund’s correlation to spot bitcoin and may limit or prevent the Fund from achieving its investment objective.
●Bitcoin Futures Capacity Risk – If the Fund’s ability to obtain exposure to bitcoin futures contracts consistent with its investment objective is disrupted for any reason including, for example, limited liquidity in the bitcoin futures market, a disruption to the bitcoin futures market, or as a result of margin requirements, position limits, accountability levels, or other limitations imposed by the Fund’s futures commission merchants (“FCMs”), the listing exchanges or the CFTC, the Fund may not be able to achieve its investment objective and may experience significant losses.
In such circumstances, the Advisor intends to take such action as it believes appropriate and in the best interest of the Fund. Any disruption in the Fund’s ability to obtain leveraged exposure to bitcoin futures contracts will cause the Fund’s performance to deviate from the performance of bitcoin and bitcoin futures. Additionally, the ability of the Fund to obtain leveraged exposure to bitcoin futures contracts is limited by certain tax rules that limit the amount the Fund can invest in its wholly-owned subsidiary as of the end of each tax quarter. Exceeding this amount may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information.
24 :: Ultra Bitcoin ETF
PROSHARES.COM
●Bitcoin Risk – Bitcoin is a relatively new innovation and is subject to unique and substantial risks. The market for bitcoin is subject to rapid price swings, changes and uncertainty.
The further development of the Bitcoin Network and the acceptance and use of bitcoin are subject to a variety of factors that are difficult to evaluate. The slowing, stopping or reversing of the development of the Bitcoin Network or the acceptance of bitcoin may adversely affect the price and liquidity of bitcoin. The widespread adoption of a competing digital asset or blockchain may result in a reduction in demand for bitcoin. A significant portion of the demand for bitcoin may be the result of speculation. Such speculation regarding the potential future appreciation in the price of bitcoin may artificially inflate or deflate the price of bitcoin and increase volatility. Bitcoin is subject to the risk of fraud, theft, manipulation or security failures, operational or other problems that impact digital asset trading venues. Additionally, if one or a coordinated group of miners were to gain control of 51% of the Bitcoin Network, they would have the ability to execute extensive attacks, manipulate transactions, halt payments and fraudulently obtain bitcoin. A significant portion of bitcoin is held by a small number of holders sometimes referred to as “whales”. Transactions by these holders may influence the price of bitcoin.
Unlike the exchanges for more traditional assets, such as equity securities and futures contracts, bitcoin and digital asset trading venues are largely unregulated, may be operating out of compliance with regulation, and are highly fragmented. As a result of the lack of regulation, individuals or groups may engage in fraud or market manipulation (including using social media to promote bitcoin in a way that artificially increases the price of bitcoin). Investors may be more exposed to the risk of theft, fraud and market manipulation than when investing in more traditional asset classes. Over the past several years, a number of digital asset trading venues have been closed due to fraud, failure or security breaches. Investors in bitcoin may have little or no recourse should such theft, fraud or manipulation occur and could suffer significant losses. Legal or regulatory changes may negatively impact the operation of the Bitcoin Network or restrict the use of bitcoin. In addition, digital asset trading venues, bitcoin miners, and other participants may have significant exposure to other digital assets. Instability in the price, availability or legal or regulatory status of those instruments may adversely impact the operation of the digital asset trading venues and the Bitcoin Network. As a result, events that are not necessarily related to the security or utility of bitcoin can nonetheless cause a significant decline in the price of bitcoin (e.g., the collapse of TerraUSD in May 2022 and FTX Trading Ltd. in November 2022).
The realization of any of these risks could result in a decline in the acceptance of bitcoin and consequently a
reduction in the value of bitcoin and the Fund. Finally, the creation of a “fork” (as described above) or a substantial giveaway of bitcoin (sometimes referred to as an “air drop”) may result in significant and unexpected declines in the value of bitcoin and the Fund.
●Subsidiary Investment Risk — Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively affect the Fund and its shareholders.
●Borrowing Risk – The Fund may borrow for investment purposes using reverse repurchase agreements. In particular, the Fund may enter into reverse repurchase agreements at or near its tax quarter-end. The cost of borrowing may reduce the Fund’s return during those periods. Borrowing may cause the Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of the Fund. There can be no assurance that the Fund will be able to enter into reverse repurchase agreements or obtain favorable terms for those agreements.
●Money Market Instruments Risk — Adverse economic, political or market events affecting issuers of money market instruments, defaults by counterparties or changes in government regulations may have a negative impact on the performance of the Fund.
●Non-Diversification Risk — The Fund has the ability to invest a relatively high percentage of its assets in the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty.
●Concentration Risk — The Fund has a significant exposure to bitcoin. As a result, the Fund may be subject to greater market fluctuations than a fund that is more broadly invested across industries. The Fund may have significant exposure to a single Spot Bitcoin ETF that serves as the reference asset on a swap entered into by the Fund. As a result the Fund will be more susceptible to an adverse market, economic or regulatory event affecting such Spot Bitcoin ETF.
●Index Performance Risk — The Index used by the Fund may underperform other asset classes and may underperform other similar indices. The Index is maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error.
●Intraday Price Performance Risk — The intraday performance of Fund shares traded in the secondary market generally will be different from the performance of the Fund when measured from one NAV calculation-time to the next. When shares are bought intraday, the performance of the Fund’s
Ultra Bitcoin ETF :: 25PROSHARES.COM
shares relative to the Index until the Fund’s next NAV calculation time will generally be higher or lower than the Daily Target.
●Market Price Variance Risk — Investors buy and sell Fund shares in the secondary market at market prices. Market prices may be different from the NAV per share of the Fund (i.e., the secondary market price may trade at a price greater than NAV (a premium) or less than NAV (a discount)). The market price of the Fund’s shares will fluctuate in response to changes in the value of the Fund’s holdings, supply and demand for shares and other market factors. In addition, bitcoin may be traded in markets on days and at times when the Fund’s listing exchange is closed for trading. As a result, the value of the Fund’s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund’s holdings factors.
●Authorized Participant Risk — The Fund has a limited number of financial institutions that act as Authorized Participants or market markers. Only Authorized Participants may engage in creation or redemption transactions directly with the Fund. If some or all of these Authorized Participants exit the business or are unable to process creation and/or redemption orders, and other Authorized Participants are not willing or able to create and redeem Fund shares, investors may experience a significantly diminished trading market and the shares may trade at a discount to NAV.
●Cash Purchases and Redemption Risk — The Fund expects to effect all of its creations and redemptions in cash rather than in-kind. Cash purchases and redemptions may increase transaction costs. The relatively high costs associated with obtaining leveraged exposure to bitcoin futures contracts, particularly near contract expiration, may have a significant adverse impact on the performance of the Fund. Additionally, cash purchases and redemptions may cause the Fund to recognize a gain or loss.
●Early Close/Late Close/Trading Halt Risk — An exchange or market may close early, close late or issue trading halts on bitcoin futures contracts. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Investment Results
Performance history will be available for the Fund after it has been in operation for a full calendar year. After the Fund has a full calendar year of performance information, performance information will be shown on an annual basis.
Management
The Fund is advised by ProShare Advisors. Alexander Ilyasov, Senior Portfolio Manager, and George Banian, Portfolio Manager, have jointly and primarily managed the Fund since inception.
Purchase and Sale of Fund Shares
The Fund will issue and redeem shares only to Authorized Participants (typically broker-dealers) in exchange for cash in large blocks, known as Creation Units. Shares of the Fund may only be purchased and sold by retail investors in secondary market transactions through broker-dealers or other financial intermediaries. Shares of the Fund are listed for trading on a national securities exchange and because shares trade at market prices rather than NAV, shares of the Fund may trade at a price greater than NAV (premium) or less than NAV (discount). In addition to brokerage commissions, investors incur the costs of the difference between the highest price a buyer is willing to pay to purchase shares of the Funds (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). The bid-ask spread varies over time for Fund shares based on trading volume and market liquidity. Recent information, including information about a Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, is included on the Fund’s website (www.proshares.com).
Tax Information
Income and capital gains distributions you receive from the Fund generally are subject to federal income taxes and may also be subject to state and local taxes. The Fund intends to distribute income, if any, monthly, and capital gains, if any, at least annually.
26 :: Ultra Ether ETF
PROSHARES.COM
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|
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Investment Objective
ProShares Ultra Ether ETF (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Ethereum Index (the “Index”).
In this manner, the Fund seeks daily returns that correspond to two times (2x) the price of ether. The Fund does not invest directly in ether.
Important Information About the Fund
If the Fund is successful in meeting its investment objective, it should gain approximately two times as much as the Index when the Index rises on a given day. Conversely, it should lose approximately two times as much as the Index when the Index falls on a given day. The Fund does not seek to achieve two times (2x) the daily performance of the Index (the “Daily Target”) for any period other than a day.
While the Fund has a daily investment objective, you may hold Fund shares for longer than one day if you believe doing so is consistent with your goals and risk tolerance. If you hold fund shares for any period other than a day, it is important for you to understand that over your holding period:
●Your return may be higher or lower than the Daily Target, and this difference may be significant.
●Factors that contribute to returns that are worse than the Daily Target include smaller Index gains or losses and higher Index volatility, as well as longer holding periods when these factors apply.
●Factors that contribute to returns that are better than the Daily Target include larger Index gains or losses and lower Index volatility, as well as longer holding periods when these factors apply.
●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.
The Fund’s ability to obtain leveraged exposure is limited at each tax quarter-end (e.g., October 31, 2025, January 30, 2026, April 30, 2026 and July 31, 2026). As a result, the Fund may or may not meet its investment objective on those days. The level of leveraged exposure the Fund seeks to have on these dates may be significantly lower than its Daily Target.
Fees and Expenses of the Fund
The table below describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. 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.
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage
of the value of your investment)
|
|
|
Management Fees
|
0.95%
|
|
Other Expenses1
|
[ ]%
|
|
Total Annual Fund Operating Expenses
|
[ ]%
|
|
Fee Waiver/Reimbursement2
|
[ ]%
|
1
[“Other Expenses” are estimated and include [ ]% of interest expense and fees charged by futures commission merchants incurred in the course of implementing the Fund’s strategy.]
2
[ProShare Advisors LLC (“ProShare Advisors”) has agreed to waive fees and to reimburse expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed [0.94%] through [September 30, 2026]. This agreement may not be terminated before that date without the approval of the Fund’s Board.]
Example: This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, except that the fee waiver/expense reimbursement is assumed only to pertain to the first year. Although your actual costs may be higher or lower, based on these assumptions your approximate costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
The Fund pays transaction and financing costs associated with the purchase and sale of securities and derivatives. These costs are not reflected in the table or the example above.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Fund’s shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example above, affect the Fund’s performance. From the date
Ultra Ether ETF :: 27PROSHARES.COM
of the Fund’s inception through May 31, 2025, the Fund’s annual portfolio turnover rate was [ ]% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target. In this manner, the Fund seeks daily returns that correspond to two times (2x) the price of ether. The Fund does not invest directly in ether.
Ether is a digital asset. The ownership and operation of ether is determined by participants in an online, peer-to-peer network sometimes referred to as the “Ethereum Network.” The Ethereum Network connects computers that run publicly accessible, or “open source,” software that follows the rules and procedures governing the Ethereum Network. This is commonly referred to as the Ethereum Protocol (and is described in more detail in the section entitled “The Ethereum Protocol” in the Fund’s Prospectus).
The value of ether is not backed by any government, corporation, or other identified body. Instead, its value is determined in part by the supply and demand in markets created to facilitate the trading of ether. Ownership and transaction records for ether are protected through public-key cryptography. The supply of ether is determined by the Ethereum Protocol. No single entity owns or operates the Ethereum Network. The Ethereum Network is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as “validators”), (2) developers who propose improvements to the Ethereum Protocol and the software that enforces the Protocol and (3) users who choose which version of the Ethereum software to run. From time to time, the developers suggest changes to the Ethereum software. If a sufficient number of users and validators elect not to adopt the changes, a new digital asset, operating on the earlier version of the Ethereum software, may be created. This is often referred to as a “fork.” The price of the ether futures contracts in which the Fund invests may reflect the impact of these forks.
The Index is designed to measure the performance of a single ether traded in USD and seeks to provide a proxy for the ether market. The Index price is a composite of U.S. dollar-ether trading activity reported by certain digital asset trading platforms that are evaluated based on a variety of different criteria, including the trading platforms’ oversight and governance controls, liquidity, capital controls, data transparency and data integrity. The digital asset trading platforms included in the Index are reevaluated quarterly. The Index is constructed and maintained by Bloomberg Index Services
Limited. More information about the Index can be found using the Bloomberg ticker symbol “ETHEREUM”.
Under normal circumstances, the Fund will invest at least 80% of the Fund’s assets in, or provide exposure to, financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target.
The Fund will invest principally in the financial instruments listed below.
●Derivatives — Financial instruments whose value is derived from the value of an underlying asset or rate, such as stocks, bonds, ETFs, interest rates or indexes. The Fund invests in derivatives (e.g. [swap agreements on U.S. ETPs and ether futures contracts]) in order to gain leveraged exposure to the Index. These derivatives principally include:
○Swap Agreements – The Fund may enter into swap agreements that provide exposure to ether. Swap agreements are derivative contracts entered into primarily with major global financial institutions for a specified period ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange or “swap” payments based on the change in value of an underlying asset or benchmark, such as exchange-traded funds (“ETFs”) or indexes. For example, two parties may agree to exchange the return (or differentials in rates of returns) earned or realized on a particular investment or instrument. As of the date of this Prospectus, it is expected that the Fund will gain swap exposure to ether by entering into one or more swap agreements that use a single U.S.-traded ETF that holds spot ether (each a “Spot Ether ETF”) as a reference asset. The Fund may have exposure to ether through swap transactions that provide exposure to only a single Spot Ether ETF or may enter into transactions that when combined provide the Fund with exposure to multiple Spot Ether ETFs. The Fund may have exposure to a single Spot Ether ETFs for extended periods of time. A Spot Ether ETF used as a reference asset for one or more of the Fund’s swap transactions may change at any time based on a variety of factors, including counterparty terms; market conditions; and the fees, performance, and liquidity of those Spot Ether ETFs.
○Ether Futures Contracts – Standardized, cash-settled ether futures contracts traded on commodity exchanges registered with the Commodity Futures Trading Commission (“CFTC”). The Fund seeks to invest in cash-settled, front-month ether futures. The Fund may also invest in back-month ether futures contracts. Front-month ether futures contracts are those contracts with the shortest
28 :: Ultra Ether ETF
PROSHARES.COM
time to maturity. Back-month ether futures contracts are those with longer times to maturity.
●Money Market Instruments — The Fund expects that any cash balances maintained in connection with its use of derivatives will typically be held in high quality, short-term money market instruments, for example:
○U.S. Treasury Bills — U.S. government securities that have initial maturities of one year or less, and are supported by the full faith and credit of the U.S. government.
○Repurchase Agreements — Contracts in which a seller of securities, usually U.S. government securities or other money market instruments, agrees to buy the securities back at a specified time and price.
●Reverse Repurchase Agreements – The Fund seeks to engage in reverse repurchase agreements, a form of borrowing or leverage, and uses the proceeds to help achieve the Fund’s investment objective.
ProShare Advisors uses a mathematical approach to investing in which it determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce daily returns consistent with the Daily Target. For these purposes a day is measured from the time of one net asset value (“NAV”) calculation to the next.
The Fund seeks to remain fully invested at all times in financial instruments that, in combination, provide leveraged exposure consistent with the investment objective, without regard to market conditions, trends or direction.
The Fund seeks to rebalance its portfolio each day so that its exposure to the Index is consistent with the Daily Target. The Index’s movements during the day will affect whether the Fund’s portfolio needs to be rebalanced. For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund’s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund’s exposure will need to be decreased.
In order to maintain its exposure to futures contracts, the Fund must sell its futures contracts as they near expiration and replace them with new futures contracts with a later expiration date. This is often referred to as “rolling” a futures contract. Futures contracts with a longer term to expiration may be priced higher than futures contracts with a shorter term to expiration, a relationship called “contango.” When rolling futures contracts that are in contango, the Fund will sell the expiring contract at a relatively lower price and buy a longer-dated contract at a relatively higher price.
Conversely, futures contracts with a longer term to expiration may be priced lower than futures contracts with a shorter term to expiration, a relationship called “backwardation.” When rolling futures contracts that are in backwardation, the
Fund will sell the expiring contract at a relatively higher price and buy a longer-dated contract at a relatively lower price.
The Fund expects to gain leveraged exposure by investing a portion of its assets in a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands and advised by ProShare Advisors. Because the Fund intends to qualify for treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended, the Fund intends to invest no more than 25% of the Fund’s total assets (including any borrowings) in the subsidiary at each quarter end of the Fund’s tax year. As a result, the Fund may be required to dispose of a portion of its futures contracts, may or may not be able to obtain leveraged exposure consistent with its Daily Target, and may or may not meet its investment objective as of the end of each tax quarter (e.g., April 30, 2025, July 31, 2025, October 31, 2025, January 30, 2026). The level of leveraged exposure the Fund seeks to have on these dates may be significantly lower than the Fund’s Daily Target. Exceeding the 25% limit may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information. References to investments by the Fund should be read to mean investments by either the Fund or the subsidiary.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Principal Risks
You could lose money by investing in the Fund.
●Investment Strategy Risk – The Fund obtains leveraged exposure to ether in a manner designed to provide leveraged exposure to the single day returns of the Index. The Fund does not directly buy ether. Investors seeking exposure to ether directly should consider an investment other than the Fund. While the performance of ether futures contracts, in general, has historically been highly correlated to the performance of “spot” ether, there can be no guarantee that this will continue. “Spot” ether refers to ether that can be purchased immediately.
●Leverage Risk — The Fund uses leverage and will lose more money when the value of the Index falls than a similar fund that does not use leverage. The use of leverage increases the risk of a total loss of your investment. If the Index approaches a 50% loss at any point in the day, you could lose your entire investment. As a result, an investment in the Fund may not be suitable for all investors. The use of leverage increases the volatility of your returns. The cost of obtaining this leverage will lower your returns.
The Fund’s ability to obtain leveraged exposure is limited at each tax quarter-end (e.g., April 30, 2025, July 31, 2025, October 31, 2025, January 30, 2026) by the Fund’s intention to qualify for RIC treatment. As a result, the Fund may or may not be able to obtain leveraged exposure consistent
Ultra Ether ETF :: 29PROSHARES.COM
with its Daily Target and may or may not meet its investment objective on those days. The level of leveraged exposure the Fund seeks to have on these dates may be significantly lower than its Daily Target. The Fund intends to post on its website the approximate level of leveraged exposure it seeks to have at tax quarter-end after close of business on the business day prior to the Fund’s tax quarter-end (e.g., April 29, 2025, July 30, 2025, October 30, 2025, January 29, 2026).
●Holding Period Risk — The performance of the Fund for periods longer than a single day will likely differ from the Daily Target. This difference may be significant. If you are considering holding fund shares for longer than a day, it’s important that you understand the impact of Index returns and Index volatility (how much the value of the Index moves up and down from day-to-day) on your holding period return. Index volatility has a negative impact on Fund returns. During periods of higher Index volatility, the Index volatility may affect the Fund’s returns as much as or more than the return of the Index.
The following table illustrates the impact of Index volatility and Index return on Fund returns for a hypothetical one-year period. However, these effects will impact your return for any holding period other than a day. The longer you hold shares of the Fund, the more magnified these effects will be. As a result, you should consider monitoring your investments in the Fund in light of your individual investment goals and risk tolerance.
In the table areas shaded darker represent those scenarios where the Fund can be expected to return less than the Daily Target. As the table shows, your return will tend to be worse than the Daily Target when there are smaller Index gains or losses and higher Index volatility. Your return will tend to be better than the Daily Target when there are larger Index gains or losses and lower Index volatility. You may lose money when the Index return is flat (i.e., close to zero) and you may lose money when the Index rises.
The table uses hypothetical annualized Index volatility and Index returns to illustrate the impact of these two factors on Fund performance over a one-year period. It does not represent actual returns. In addition, the table does not reflect the effect of any reduction in the Fund’s leveraged exposure at each tax quarter-end.
Each row corresponds to the level of a hypothetical Index return for a one-year period. Each column corresponds to a level of hypothetical annualized Index volatility. For example, the Fund may mistakenly be expected to achieve a -40% return on a yearly basis if the annual Index return were -20%. However, as the table shows, with a one-year Index return of -20% and an annualized Index volatility of 50%, the Fund could be expected to return -50.2%.
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Estimated Fund Returns
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Index Performance
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One Year Volatility Rate
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|||||
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One
Year
Index
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Two Times (2x)
the
One Year
Index
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10%
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25%
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50%
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75%
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100%
|
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-90%
|
-180%
|
-99.0%
|
-99.1%
|
-99.2%
|
-99.4%
|
-99.6%
|
|
-80%
|
-160%
|
-96.0%
|
-96.2%
|
-96.9%
|
-97.7%
|
-98.5%
|
|
-70%
|
-140%
|
-91.1%
|
-91.5%
|
-93.0%
|
-94.9%
|
-96.7%
|
|
-60%
|
-120%
|
-84.2%
|
-85.0%
|
-87.5%
|
-90.9%
|
-94.1%
|
|
-50%
|
-100%
|
-75.2%
|
-76.5%
|
-80.5%
|
-85.8%
|
-90.8%
|
|
-40%
|
-80%
|
-64.4%
|
-66.2%
|
-72.0%
|
-79.5%
|
-86.8%
|
|
-30%
|
-60%
|
-51.5%
|
-54.0%
|
-61.8%
|
-72.1%
|
-82.0%
|
|
-20%
|
-40%
|
-36.6%
|
-39.9%
|
-50.2%
|
-63.5%
|
-76.5%
|
|
-10%
|
-20%
|
-19.8%
|
-23.9%
|
-36.9%
|
-53.8%
|
-70.2%
|
|
0%
|
0%
|
-1.0%
|
-6.1%
|
-22.1%
|
-43.0%
|
-63.2%
|
|
10%
|
20%
|
19.8%
|
13.7%
|
-5.8%
|
-31.1%
|
-55.5%
|
|
20%
|
40%
|
42.6%
|
35.3%
|
12.1%
|
-18.0%
|
-47.0%
|
|
30%
|
60%
|
67.3%
|
58.8%
|
31.6%
|
-3.7%
|
-37.8%
|
|
40%
|
80%
|
94.0%
|
84.1%
|
52.6%
|
11.7%
|
-27.9%
|
|
50%
|
100%
|
122.8%
|
111.4%
|
75.2%
|
28.2%
|
-17.2%
|
|
60%
|
120%
|
153.5%
|
140.5%
|
99.4%
|
45.9%
|
-5.8%
|
|
70%
|
140%
|
186.1%
|
171.5%
|
125.1%
|
64.7%
|
6.3%
|
|
80%
|
160%
|
220.8%
|
204.4%
|
152.3%
|
84.6%
|
19.2%
|
|
90%
|
180%
|
257.4%
|
239.1%
|
181.1%
|
105.7%
|
32.8%
|
|
100%
|
200%
|
296.0%
|
275.8%
|
211.5%
|
127.9%
|
47.2%
|
Assumes: (a) no Fund expenses and (b) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If these were included the Fund’s performance would be different from that shown.
The Index’s annualized historical volatility rate for the five-year period ended May 31, 2025 was 78.12%. The Index’s highest May to May volatility rate during the five-year period was 102.74% (May 28, 2021). The Index’s annualized total return performance for the five-year period ended May 31, 2025 was 63.53%. Historical Index volatility and performance do not predict future Index volatility and performance.
For more information, including additional graphs and charts demonstrating the effects of Index volatility and Index return on the long-term performance of the Fund, see “Understanding the Risks and Long-Term Performance of a Daily Objective Fund” in the Fund’s Prospectus.
●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of leveraged correlation with the Index. Fees, expenses, transaction costs, financing costs associated with the use of derivatives, among other factors, will adversely impact the Fund’s ability to meet its Daily Target. In addition, if for any reason the Fund is unable to rebalance all or a portion of its investments, the Fund may have exposure to the Index that is significantly greater or less than the Daily Target. Any of these factors
30 :: Ultra Ether ETF
PROSHARES.COM
may prevent the Fund from achieving exposure consistent with the Daily Target.
As an example, as a result of the Fund’s intention to qualify as a RIC, the Fund may be unable to rebalance all or a portion of its investments at each tax quarter-end (e.g., April 30, 2025, July 31, 2025, October 31, 2025, January 30, 2026), if doing so would require the Fund to hold more than 25% of its total assets in its subsidiary. Consequently, at each tax quarter-end, the Fund may or may not be able to meet its investment objective on those days and the level of leveraged exposure the Fund seeks to have on these dates may be significantly lower than the Fund’s Daily Target.
●Derivatives Risk — Investing in derivatives to obtain leveraged exposure may be considered aggressive and may expose the Fund to greater risks including counterparty risk and correlation risk. The Fund may lose money if its derivatives do not perform as expected and may even lose money if they do perform as expected. To the extent the Fund invests in swaps that use an ETF, including a Spot Ether ETF, as the reference asset, the Fund will be subject to the risks of that ETF, including the risk that the ETF may not meet its investment objective. In addition, the Fund may be subject to greater correlation risk since the performance of the ETF may not correlate to the performance of the Index. In particular, the index a Spot Ether ETF uses to value its investments may be different from the Fund’s Index. Information about Spot Ether ETFs provided to or filed with the SEC by a Ether ETF can be located by reference to the Spot Ether ETF’s SEC file number through the SEC’s website at www.sec.gov.
Any costs associated with using derivatives will reduce the Fund’s return.
●Counterparty Risk — The Fund may lose money if a counterparty does not meet its contractual obligations.
●Ether Market Volatility Risk – The prices of ether have historically been highly volatile. The value of the Fund’s leveraged exposure to ether – and therefore the value of an investment in the Fund – could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Trading prices of ether and other digital assets have experienced significant volatility in recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets, including ether over the course of 2021, and multiple market observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices, including for ether. These episodes of rapid price appreciation followed by steep drawdowns have occurred multiple times throughout ether’s history, including in 2017-2018 and 2021-2022. Since then ether prices have continued to exhibit extreme volatility. Such volatility may persist.
●Liquidity Risk — The market for the ether futures contracts is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and may increase the losses incurred while trying to do so. Such large positions also may impact the price of ether futures, which could decrease the correlation between the performance of ether futures and spot ether.
●Ether Futures Risk – The market for ether futures may be less developed, and potentially less liquid and more volatile, than more established futures markets. While the ether futures market has grown substantially since ether futures commenced trading, there can be no assurance that this growth will continue. The price for ether futures contracts is based on a number of factors, including the supply of and the demand for ether futures contracts. Market conditions and expectations, regulatory limitations or limitations imposed by the listing exchanges or futures commission merchants (“FCMs”) (e.g., margin requirements, position limits, and accountability levels), collateral requirements, availability of counterparties, and other factors each can impact the supply of and demand for ether futures contracts.
Market conditions and expectations, margin requirements, position limits, accountability levels, collateral requirements, availability of counterparties, and other factors may also limit the Fund’s ability to achieve its desired exposure to ether futures contracts. If the Fund is unable to achieve such exposure it may not be able to meet its investment objective and the Fund’s returns may be different or lower than expected. Additionally, collateral requirements may require the Fund to liquidate its positions, potentially incurring losses and expenses, when it otherwise would not do so. Investing in derivatives like ether futures may be considered aggressive and may expose the Fund to significant risks. These risks include counterparty risk and liquidity risk.
The performance of ether futures contracts, in general, has historically been highly correlated to the performance of ether. However, there can be no guarantee this will continue. Transaction costs (including the costs associated with futures investing), position limits, the availability of counterparties and other factors may impact the cost of ether futures contracts and decrease the correlation between the performance of ether futures contracts and ether, over short or even long-term periods. In the event that there are persistent disconnects between ether and ether futures, the Fund may not be able to obtain the
Ultra Ether ETF :: 31PROSHARES.COM
desired leveraged exposure and may not be able to achieve its investment objective.
In addition, the performance of back-month futures contracts is likely to differ more significantly from the performance of the spot prices of ether. To the extent the Fund is invested in back-month ether future contracts, the performance of the Fund should be expected to deviate more significantly from the performance of ether. Moreover, price differences between ether and ether futures will expose the Fund to risks different from, and possibly greater than, the risks associated with investing directly in ether, including larger losses or smaller gains.
●Cost of Futures Investment Risk – As discussed above, when a ether futures contract is nearing expiration, the Fund will “roll” the futures contract, which means it will generally sell such contract and use the proceeds to buy a ether futures contract with a later expiration date. When rolling futures contracts that are in contango, the Fund would sell a lower priced, expiring contract and purchase a higher priced, longer-dated contract. The price difference between the expiring contract and longer-dated contract associated with rolling ether futures is typically substantially higher than the price difference associated with rolling other futures contracts. Ether futures have historically experienced extended periods of contango. Contango in the ether futures market may have a significant adverse impact on the performance of the Fund and may cause ether futures and the Fund to underperform spot ether. Both contango and backwardation would reduce the Fund’s correlation to spot ether and may limit or prevent the Fund from achieving its investment objective. The impact of both contango and backwardation may also be greater to the extent the Fund invests in back-month futures contracts.
●Ether Futures Capacity Risk – If the Fund’s ability to obtain exposure to ether futures contracts consistent with its investment objective is disrupted for any reason including, for example, limited liquidity in the ether futures market, a disruption to the ether futures market, or as a result of margin requirements, position limits, accountability levels, or other limitations imposed by the Fund’s futures commission merchants (“FCMs”), the listing exchanges or the CFTC, the Fund may or may not be able to achieve its investment objective and may experience significant losses.
In such circumstances, the Advisor intends to take such action as it believes appropriate and in the best interest of the Fund. Any disruption in the Fund’s ability to obtain leveraged exposure to ether futures contracts may cause the Fund’s performance to deviate from the Daily Target.
Additionally, as noted above, the ability of the Fund to obtain leveraged exposure to ether futures contracts is limited by certain tax rules that limit the amount the Fund can invest in its wholly-owned subsidiary as of the end of each tax quarter. As a result, the Fund may or may not be able to obtain leveraged exposure consistent with its Daily Target
and may or may not meet its investment objective on the last business day of each tax quarter (e.g., April 30, 2025, July 31, 2025, October 31, 2025, January 30, 2026). Exceeding this amount on such dates would have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information.
●Ether Risk – The Fund’s investments in ether futures contracts exposes the Fund to the risks associated with an investment in ether because the price of ether futures is substantially based on the price of ether. Ether is a relatively new innovation and is subject to unique and substantial risks. The market for ether is subject to rapid price swings, changes and uncertainty. A significant portion of the demand for ether may be the result of speculation. Consequently, the value of ether has been, and may continue to be, substantially dependent on speculation. Such speculation regarding the potential future appreciation of the price of ether may artificially inflate or deflate the price of ether and increase volatility. The further development of the Ethereum Network and the acceptance and use of ether are subject to a variety of factors that are difficult to evaluate. The slowing, stopping or reversing of the development of the Ethereum Network or the acceptance of ether may adversely affect the price and liquidity of ether. Ether is subject to the risk of fraud, theft, manipulation or security failures, operational or other problems that impact ether trading venues. Additionally, if one or a coordinated group of validators were to gain control of 33% or more of staked ether, they would have the ability to execute extensive attacks, manipulate transactions and fraudulently obtain ether. If such a validator or group of validators were to gain control of one-third of staked ether, they could halt payments. A significant portion of ether is held by a small number of holders sometimes referred to as “whales”. Transactions by these holders may influence the price of ether and these holders may have the ability to manipulate the price of ether.
Unlike the exchanges for more traditional assets, such as equity securities and futures contracts, ether and ether trading venues are largely unregulated and may be operating out of compliance with applicable regulation. As a result of the lack of regulation, individuals or groups may engage in fraud or market manipulation (including using social media to promote ether in a way that artificially increases the price of ether). Investors may be more exposed to the risk of theft, fraud and market manipulation than when investing in more traditional asset classes. Over the past several years, a number of ether trading venues have been closed due to fraud, failure or security breaches. Investors in ether may have little or no recourse should such theft, fraud or manipulation occur and could suffer significant losses.
Legal or regulatory changes may negatively impact the operation of the Ethereum Network or restrict the use of
32 :: Ultra Ether ETF
PROSHARES.COM
ether. For example, if ether were determined to be or were expected to be determined to be a security under the federal securities laws, it is possible certain trading venues would no longer facilitate trading in ether, trading in ether futures may become significantly more volatile and/or completely halted, and the value of an investment in the Fund could decline significantly and without warning, including to zero.
In addition, digital asset trading venues and other participants may have significant exposure to other digital assets. Instability in the price, availability, or legal or regulatory status of those instruments may adversely impact the operation of the digital asset trading venues and the Ethereum Network. As a result, events that are not necessarily related to the security or utility of ether can nonetheless cause a significant decline in the price of ether (e.g., the collapse of TerraUSD in May 2022 and FTX Trading Ltd. in November 2022). Additionally, the Ethereum blockchain’s protocol, including the code of smart contracts running on the Ethereum blockchain, may contain flaws that can be, and have been, exploited by attackers (e.g., the exploit of The DAO’s smart contract in June 2016 that result in a permanent hard fork).
The realization of any of these risks could result in a decline in the acceptance of ether and consequently a reduction in the value of ether, ether futures, and the Fund.
Finally, the creation of a “fork” (as described above) or a substantial giveaway of ether (sometimes referred to as an “air drop”) may result in significant and unexpected declines in the value of ether, ether futures, and the Fund. A fork may be intentional, such as the ’Merge.’ The ’Merge’ refers to protocol changes altering the method by which transactions are validated.
●Subsidiary Investment Risk — Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively affect the Fund and its shareholders.
●Borrowing Risk – The Fund may borrow for investment purposes using reverse repurchase agreements. In particular, the Fund may enter into reverse repurchase agreements at or near its tax quarter-end. The cost of borrowing may reduce the Fund’s return during those periods. Borrowing may cause the Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of the Fund. There can be no assurance that the Fund will be able to enter into reverse repurchase agreements or obtain favorable terms for those agreements.
●Money Market Instruments Risk — Adverse economic, political or market events affecting issuers of money market instruments, defaults by counterparties or changes in government regulations may have a negative impact on the performance of the Fund.
●Non-Diversification Risk — The Fund has the ability to invest a relatively high percentage of its assets in the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty.
●Concentration Risk — The Fund has significant exposure to ether. As a result, the Fund may be subject to greater market fluctuations than a fund that is more broadly invested across industries. The Fund may have significant exposure to a single Spot Ether ETF that serves as the reference asset on a swap entered into by the Fund. As a result the Fund will be more susceptible to an adverse market, economic or regulatory event affecting such Spot Ether ETF.
●Index Performance Risk — The Index used by the Fund may underperform other asset classes and may underperform other similar indices. The Index is maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error.
●Intraday Price Performance Risk — The intraday performance of Fund shares traded in the secondary market generally will be different from the performance of the Fund when measured from one NAV calculation-time to the next. When shares are bought intraday, the performance of the Fund’s shares relative to the Index until the Fund’s next NAV calculation time will generally be higher or lower than the Daily Target.
●Market Price Variance Risk — Investors buy and sell Fund shares in the secondary market at market prices. Market prices may be different from the NAV per share of the Fund (i.e., the secondary market price may trade at a price greater than NAV (a premium) or less than NAV (a discount)). The market price of the Fund’s shares will fluctuate in response to changes in the value of the Fund’s holdings, supply and demand for shares and other market factors. In addition, ether may be traded in markets on days and at times when the Fund’s listing exchange is closed for trading. As a result, the value of the Fund’s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund’s holdings factors.
●Authorized Participant Risk — The Fund has a limited number of financial institutions that act as Authorized Participants or market markers. Only Authorized Participants may engage in creation or redemption transactions directly with the Fund. If some or all of these Authorized Participants exit the business or are unable to process creation and/or redemption orders, and other Authorized Participants are not willing or able to create and redeem Fund
Ultra Ether ETF :: 33PROSHARES.COM
shares, investors may experience a significantly diminished trading market and the shares may trade at a discount to NAV.
●Cash Purchases and Redemption Risk — The Fund expects to effect all of its creations and redemptions in cash rather than in-kind. Cash purchases and redemptions may increase transaction costs. The relatively high costs associated with obtaining leveraged exposure to ether futures contracts, particularly near contract expiration, may have a significant adverse impact on the performance of the Fund. Additionally, cash purchases and redemptions may cause the Fund to recognize a gain or loss.
●Early Close/Late Close/Trading Halt Risk — An exchange or market may close early, close late or issue trading halts on ether futures contracts. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
●New Fund Risk — The Fund recently commenced operations, has a limited operating history, and started operations with a small asset base. There can be no assurance that the Fund will be successful or grow to or maintain a viable size, that an active trading market for the Fund’s shares will develop or be maintained, or that the Fund’s shares’ listing will continue unchanged.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Investment Results
Performance history will be available for the Fund after it has been in operation for a full calendar year. After the Fund has a full calendar year of performance information, performance information will be shown on an annual basis.
Management
The Fund is advised by ProShare Advisors. Alexander Ilyasov, Senior Portfolio Manager, and George Banian, Portfolio Manager, have jointly and primarily managed the Fund since inception.
Purchase and Sale of Fund Shares
The Fund will issue and redeem shares only to Authorized Participants (typically broker-dealers) in exchange for cash in large blocks, known as Creation Units. Shares of the Fund may only be purchased and sold by retail investors in secondary market transactions through broker-dealers or other financial intermediaries. Shares of the Fund are listed for trading on a national securities exchange and because shares trade at market prices rather than NAV, shares of the Fund may trade at a price greater than NAV (premium) or less than NAV (discount). In addition to brokerage commissions, investors incur the costs of the difference between the highest price a buyer is willing to pay to purchase shares of the Funds (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). The bid-ask spread varies over time for Fund shares based on trading volume and market liquidity. Recent information, including information about a Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, is included on the Fund’s website (www.proshares.com).
Tax Information
Income and capital gains distributions you receive from the Fund generally are subject to federal income taxes and may also be subject to state and local taxes. The Fund intends to distribute income, if any, monthly, and capital gains, if any, at least annually.
34 :: UltraShort Bitcoin ETF
PROSHARES.COM
|
|
|
Investment Objective
ProShares UltraShort Bitcoin ETF (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg Bitcoin Index (the “Index”).
In this manner, the Fund seeks daily returns that correspond to two times the inverse (-2x) of the price of bitcoin. The Fund does not directly short bitcoin.
Important Information About the Fund
If the Fund is successful in meeting its investment objective, it should gain approximately two times as much as the Index loses when the Index falls on a given day. Conversely, it should lose approximately two times as much as the Index gains when the Index rises on a given day. The Fund does not seek to achieve two times the inverse (-2x) of the daily performance of the Index (the “Daily Target”) for any period other than a day.
While the Fund has a daily investment objective, you may hold Fund shares for longer than one day if you believe doing so is consistent with your goals and risk tolerance. If you hold fund shares for any period other than a day, it is important for you to understand that over your holding period:
●Your return may be higher or lower than the Daily Target, and this difference may be significant.
●Factors that contribute to returns that are worse than the Daily Target include smaller Index gains or losses and higher Index volatility, as well as longer holding periods when these factors apply.
●Factors that contribute to returns that are better than the Daily Target include larger Index gains or losses and lower Index volatility, as well as longer holding periods when these factors apply.
●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.
Fees and Expenses of the Fund
The table below describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. 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.
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage
of the value of your investment)
|
|
|
Management Fees
|
0.95%
|
|
Other Expenses
|
0.00%
|
|
Total Annual Fund Operating Expenses
|
[ ]%
|
Example: This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your approximate costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
The Fund pays transaction and financing costs associated with the purchase and sale of securities and derivatives. These costs are not reflected in the table or the example above.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Fund’s shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example above, affect the Fund’s performance. During the most recent fiscal year, the Fund’s annual portfolio turnover rate was [ ]% of the average value of its portfolio. This portfolio turnover rate is calculated without regard to cash instruments or derivatives transactions. If such transactions were included, the Fund’s portfolio turnover rate would be significantly higher.
Principal Investment Strategies
The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target. In this manner, the Fund seeks daily returns that correspond to two times the inverse (-2x) of the price of bitcoin. The Fund does not directly short bitcoin.
Bitcoin is a digital asset. The ownership and operation of bitcoin is determined by participants in an online, peer-to-peer network sometimes referred to as the “Bitcoin Network”. The Bitcoin Network connects computers that run publicly accessible, or “open source,” software that follows the rules and procedures governing the Bitcoin Network. This is commonly referred to as the Bitcoin Protocol (and is described in more detail in the section entitled “The Bitcoin Protocol” in the Fund’s Prospectus). Bitcoin may be used to pay for goods and services, stored for future use, or converted to a government-issued currency. As of the date of this Prospectus, the adoption of bitcoin for these purposes has been limited and bitcoin presently is not widely accepted as a means of payment.
The value of bitcoin is not backed by any government, corporation, or other identified body. Instead, its value is determined in part by the supply and demand in markets created to facilitate trading of bitcoin. Ownership and transaction
UltraShort Bitcoin ETF :: 35PROSHARES.COM
records for bitcoin are protected through public-key cryptography. The supply of bitcoin is determined by the Bitcoin Protocol. No single entity owns or operates the Bitcoin Network. The Bitcoin Network is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as “miners”), (2) developers who propose improvements to the Bitcoin Protocol and the software that enforces the protocol and (3) users who choose which version of the bitcoin software to run. From time to time, the developers suggest changes to the bitcoin software. If a sufficient number of users and miners elect not to adopt the changes, a new digital asset, operating on the earlier version of the bitcoin software, may be created. This is often referred to as a “fork.” The value of the Fund may reflect the impact of these forks.
The Index is designed to measure the performance of a single bitcoin traded in USD and seeks to provide a proxy for the bitcoin market. The Index price is a composite of U.S. dollar-bitcoin trading activities reported by certain digital asset trading platforms that are evaluated based on a variety of different criteria, including the trading platforms’ oversight and governance controls, liquidity, capital controls, data transparency and data integrity. The digital asset trading platforms included in the Index are reevaluated quarterly. The Index is constructed and maintained by Bloomberg Index Services Limited. More information about the Index can be found using the Bloomberg ticker symbol “BITCOIN”.
Under normal circumstances, the Fund will invest at least 80% of the Fund’s assets in, or provide exposure to, financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target.
The Fund will invest principally in the financial instruments listed below.
●Derivatives — Financial instruments whose value is derived from the value of an underlying asset or rate, such as stocks, bonds, ETFs, interest rates or indexes. The Fund invests in derivatives (e.g. [swap agreements on U.S. ETPs]) in order to gain inverse leveraged exposure to the Index. These derivatives principally include:
○Swap Agreements – The Fund typically enters into swap agreements that provide exposure to bitcoin. Swap agreements are derivative contracts entered into primarily with major global financial institutions for a specified period ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange or “swap” payments based on the change in value of an underlying asset or benchmark, such as exchange-traded funds (“ETFs”) or indexes. For example, two parties may agree to exchange the return (or differentials in rates of returns) earned or realized on a particular investment or instrument. As of the date of this Prospectus, it is expected that the Fund will gain swap exposure to bitcoin by entering into one or more swap agreements that use a single U.S.-traded ETF that holds
spot bitcoin (each a “Spot Bitcoin ETF”) as a reference asset. The Fund may have exposure to bitcoin through swap transactions that provide exposure to only a single Spot Bitcoin ETF or may enter into transactions that when combined provide the Fund with exposure to multiple Spot Bitcoin ETFs. The Fund may have exposure to a single Spot ETF for extended periods of time. A Spot Bitcoin ETF used as a reference asset for one or more of the Fund’s swap transactions may change at any time based on a variety of factors, including counterparty terms; market conditions; and the fees, performance, and liquidity of those Spot Bitcoin ETFs.
●Money Market Instruments — The Fund expects that any cash balances maintained in connection with its use of derivatives will typically be held in high quality, short-term money market instruments, for example:
○U.S. Treasury Bills — U.S. government securities that have initial maturities of one year or less, and are supported by the full faith and credit of the U.S. government.
○Repurchase Agreements — Contracts in which a seller of securities, usually U.S. government securities or other money market instruments, agrees to buy the securities back at a specified time and price.
ProShare Advisors uses a mathematical approach to investing in which it determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce daily returns consistent with the Daily Target. For these purposes a day is measured from the time of one net asset value (“NAV”) calculation to the next.
The Fund seeks to remain fully invested at all times in financial instruments that, in combination, provide inverse leveraged exposure consistent with the investment objective, without regard to market conditions, trends or direction.
The Fund seeks to rebalance its portfolio each day so that its exposure to the Index is consistent with the Daily Target. The Index’s movements during the day will affect whether the Fund’s portfolio needs to be rebalanced. For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund’s exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund’s exposure will need to be increased.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Principal Risks
You could lose money by investing in the Fund.
●Investment Strategy Risk – The Fund obtains short exposure to bitcoin in a manner designed to provide inverse leveraged exposure to the single day returns of the Index. The Fund
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does not directly short bitcoin. Investors seeking to short bitcoin directly should consider an investment other than the Fund.
●Short or Inverse Investing Risk — You will lose money when the Index rises – a result that is the opposite from a traditional index fund. Obtaining inverse or “short” exposure may be considered an aggressive investment technique. The costs of obtaining this short exposure will lower your returns.
●Leverage Risk — The Fund uses leverage and will lose more money when the value of the Index rises than a similar fund that does not use leverage. The use of leverage increases the risk of a total loss of your investment. If the Index approaches a 50% gain at any point in the day, you could lose your entire investment. As a result, an investment in the Fund may not be suitable for all investors. The use of leverage increases the volatility of your returns. The cost of obtaining this leverage will lower your returns.
●Holding Period Risk — The performance of the Fund for periods longer than a single day will likely differ from the Daily Target. This difference may be significant. If you are considering holding fund shares for longer than a day, it’s important that you understand the impact of Index returns and Index volatility (how much the value of the Index moves up and down from day-to-day) on your holding period return. Index volatility has a negative impact on Fund returns. During periods of higher Index volatility, the Index volatility may affect the Fund’s returns as much as or more than the return of the Index.
The following table illustrates the impact of Index volatility and Index return on Fund returns for a hypothetical one-year period. However, these effects will impact your return for any holding period other than a day. The longer you hold shares of the Fund, the more magnified these effects will be. As a result, you should consider monitoring your investments in the Fund in light of your individual investment goals and risk tolerance.
In the table areas shaded darker represent those scenarios where the Fund can be expected to return less than the Daily Target. As the table shows, your return will tend to be worse than the Daily Target when there are smaller Index gains or losses and higher Index volatility. Your return will tend to be better than the Daily Target when there are larger Index gains or losses and lower Index volatility. You may lose money when the Index return is flat (i.e., close to zero) and you may lose money when the Index falls.
The table uses hypothetical annualized Index volatility and Index returns to illustrate the impact of these two factors on Fund performance over a one-year period. It does not represent actual returns. Each row corresponds to the level of a hypothetical Index return for a one-year period. Each column corresponds to a level of hypothetical annualized Index volatility. For example, the Fund may mistakenly be expected to achieve a -40% return on a yearly basis if the annual Index return were 20%. However, as the table
shows, with a one-year Index return of 20% and an annualized Index volatility of 50%, the Fund could be expected to return [-67.2%].
Assumes: (a) no Fund expenses and (b) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If these were included the Fund’s performance would be different from that shown.
The Index’s annualized historical volatility rate for the five-year period ended May 31, 2025 was 59.14%. The Index’s highest May to May volatility rate during the five-year period was 67.24% (May 28, 2021). The Index’s annualized total return performance for the five-year period ended May 31, 2025 was 61.92%. Historical Index volatility and performance do not predict future Index volatility and performance.
For more information, including additional graphs and charts demonstrating the effects of Index volatility and Index return on the long-term performance of the Fund, see “Understanding the Risks and Long-Term Performance of a Daily Objective Fund” in the Fund’s Prospectus.
●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of inverse leveraged correlation with the Index. Fees, expenses, transaction costs, financing costs associated with the use of derivatives, among other factors, will adversely impact the Fund’s ability to meet its Daily Target. In addition, if for any reason the Fund is unable to rebalance all or a portion of its investments, the Fund may have exposure to the Index that is significantly greater or less than the Daily Target. Any of these factors may prevent the Fund from achieving exposure consistent with the Daily Target.
●Derivatives Risk — Investing in derivatives to obtain inverse leveraged exposure may be considered aggressive and may expose the Fund to greater risks including counterparty
UltraShort Bitcoin ETF :: 37PROSHARES.COM
risk and correlation risk. The Fund may lose money if its derivatives do not perform as expected and may even lose money if they do perform as expected. To the extent the Fund invests in swaps that use an ETF, including a Spot Bitcoin ETF, as the reference asset, the Fund will be subject to the risks of that ETF, including the risk that the ETF may not meet its investment objective. In addition, the Fund may be subject to greater correlation risk since the performance of the ETF may not correlate to the performance of the Index. In particular, the index a Spot Bitcoin ETF uses to value its investments may be different from the Fund’s Index. Information about Spot Bitcoin ETFs provided to or filed with the SEC by a Spot Bitcoin ETF can be located by reference to the Spot Bitcoin ETF’s SEC file number through the SEC’s website at www.sec.gov. Any costs associated with using derivatives will reduce the Fund’s return.
●Counterparty Risk — The Fund may lose money if a counterparty does not meet its contractual obligations.
Counterparties may impose margin requirements, exposure limits, and collateral requirements that may limit the Fund’s ability to achieve its desired inverse leveraged exposure to bitcoin. In addition, the Fund has a limited number of counterparties, which may limit the ability of the Fund to obtain inverse leveraged exposure to bitcoin. Moreover, the Fund generally structures its agreements so that the Fund or the counterparty can terminate the contract at any time without penalty. This means there is a risk that the Fund’s counterparties may terminate the Fund’s swap agreements and no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Fund that provide sufficient inverse leveraged exposure to bitcoin. As an example, if the Index has a dramatic intraday move, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve its Daily Target. If the Fund cannot obtain sufficient inverse leveraged exposure to bitcoin, the Fund will not meet its Daily Target.
●Bitcoin Market Volatility Risk – The price of bitcoin has historically been highly volatile. The value of the Fund’s inverse leveraged exposure to bitcoin – and therefore the value of an investment in the Fund – could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Trading prices of bitcoin and other digital assets have experienced significant volatility in recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets, including bitcoin over the course of 2021, and multiple market observers asserted
that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices, including for bitcoin. These episodes of rapid price appreciation followed by steep drawdowns have occurred multiple times throughout bitcoin’s history, including in 2011, 2013-2014, and 2017-2018, before repeating again in 2021-2022. In 2023 and over the course of 2024, bitcoin prices have continued to exhibit extreme volatility. Such volatility is expected to persist.
●Bitcoin Risk – Bitcoin is a relatively new innovation and is subject to unique and substantial risks. The market for bitcoin is subject to rapid price swings, changes and uncertainty.
The further development of the Bitcoin Network and the acceptance and use of bitcoin are subject to a variety of factors that are difficult to evaluate. The slowing, stopping or reversing of the development of the Bitcoin Network or the acceptance of bitcoin may adversely affect the price and liquidity of bitcoin. The widespread adoption of a competing digital asset or blockchain may result in a reduction in demand for bitcoin. A significant portion of the demand for bitcoin may be the result of speculation. Such speculation regarding the potential future appreciation in the price of bitcoin may artificially inflate or deflate the price of bitcoin and increase volatility. Bitcoin is subject to the risk of fraud, theft, manipulation or security failures, operational or other problems that impact digital asset trading venues. Additionally, if one or a coordinated group of miners were to gain control of 51% of the Bitcoin Network, they would have the ability to execute extensive attacks, manipulate transactions, halt payments and fraudulently obtain bitcoin. A significant portion of bitcoin is held by a small number of holders sometimes referred to as “whales”. Transactions by these holders may influence the price of bitcoin.
Unlike the exchanges for more traditional assets, such as equity securities and futures contracts, bitcoin and digital asset trading venues are largely unregulated, may be operating out of compliance with regulation, and are highly fragmented. As a result of the lack of regulation, individuals or groups may engage in fraud or market manipulation (including using social media to promote bitcoin in a way that artificially increases the price of bitcoin). Investors may be more exposed to the risk of theft, fraud and market manipulation than when investing in more traditional asset classes. Over the past several years, a number of digital asset trading venues have been closed due to fraud, failure or security breaches. Investors in bitcoin may have little or no recourse should such theft, fraud or manipulation occur and could suffer significant losses. Legal or regulatory changes may negatively impact the operation of the Bitcoin Network or restrict the use of bitcoin. In addition, digital asset trading venues, bitcoin miners, and other participants may have significant exposure to other digital
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assets. Instability in the price, availability or legal or regulatory status of those instruments may adversely impact the operation of the digital asset trading venues and the Bitcoin Network.
As a result, events that are not necessarily related to the security or utility of bitcoin can nonetheless cause significant volatility in the price of bitcoin (e.g., the collapse of TerraUSD in May 2022 and FTX Trading Ltd. in November 2022). Alternatively, legal or regulatory changes may increase the acceptance and adoption of bitcoin. The realization of any of these risks could result in increased volatility and in some instances could result in a sharp increase in the value of bitcoin.
●Money Market Instruments Risk — Adverse economic, political or market events affecting issuers of money market instruments, defaults by counterparties or changes in government regulations may have a negative impact on the performance of the Fund.
●Non-Diversification Risk — The Fund has the ability to invest a relatively high percentage of its assets in the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty.
●Concentration Risk — The Fund has a significant exposure to bitcoin. As a result, the Fund may be subject to greater market fluctuations than a fund that is more broadly invested across industries. The Fund may have significant exposure to a single Spot Bitcoin ETF that serves as the reference asset on a swap entered into by the Fund. As a result the Fund will be more susceptible to an adverse market, economic or regulatory event affecting such Spot Bitcoin ETF.
●Index Performance Risk — The Index used by the Fund may underperform other asset classes and may underperform other similar indices. The Index is maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error.
●Intraday Price Performance Risk — The intraday performance of Fund shares traded in the secondary market generally will be different from the performance of the Fund when measured from one NAV calculation-time to the next. When shares are bought intraday, the performance of the Fund’s shares relative to the Index until the Fund’s next NAV calculation time will generally be higher or lower than the Daily Target.
●Market Price Variance Risk — Investors buy and sell Fund shares in the secondary market at market prices. Market prices may be different from the NAV per share of the Fund (i.e., the secondary market price may trade at a price greater than NAV (a premium) or less than NAV (a discount)). The
market price of the Fund’s shares will fluctuate in response to changes in the value of the Fund’s holdings, supply and demand for shares and other market factors. In addition, bitcoin may be traded in markets on days and at times when the Fund’s listing exchange is closed for trading. As a result, the value of the Fund’s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund’s holdings factors.
●Authorized Participant Risk — The Fund has a limited number of financial institutions that act as Authorized Participants or market markers. Only Authorized Participants may engage in creation or redemption transactions directly with the Fund. If some or all of these Authorized Participants exit the business or are unable to process creation and/or redemption orders, and other Authorized Participants are not willing or able to create and redeem Fund shares, investors may experience a significantly diminished trading market and the shares may trade at a discount to NAV.
●Cash Purchases and Redemption Risk — The Fund expects to effect all of its creations and redemptions in cash rather than in-kind. Cash purchases and redemptions may increase transaction costs. The relatively high costs associated with obtaining inverse leveraged exposure to bitcoin futures contracts, particularly near contract expiration, may have a significant adverse impact on the performance of the Fund. Additionally, cash purchases and redemptions may cause the Fund to recognize a gain or loss.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Investment Results
Performance history will be available for the Fund after it has been in operation for a full calendar year. After the Fund has a full calendar year of performance information, performance information will be shown on an annual basis.
Management
The Fund is advised by ProShare Advisors. Alexander Ilyasov, Senior Portfolio Manager, and George Banian, Portfolio Manager, have jointly and primarily managed the Fund since inception.
Purchase and Sale of Fund Shares
The Fund will issue and redeem shares only to Authorized Participants (typically broker-dealers) in exchange for cash in large blocks, known as Creation Units. Shares of the Fund may only be purchased and sold by retail investors in secondary market transactions through broker-dealers or other financial intermediaries. Shares of the Fund are listed for trading on a national securities exchange and because shares trade at
UltraShort Bitcoin ETF :: 39PROSHARES.COM
market prices rather than NAV, shares of the Fund may trade at a price greater than NAV (premium) or less than NAV (discount). In addition to brokerage commissions, investors incur the costs of the difference between the highest price a buyer is willing to pay to purchase shares of the Funds (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). The bid-ask spread varies over time for Fund shares based on trading volume and market liquidity. Recent information, including information about a Fund’s
NAV, market price, premiums and discounts, and bid-ask spreads, is included on the Fund’s website (www.proshares.com).
Tax Information
Income and capital gains distributions you receive from the Fund generally are subject to federal income taxes and may also be subject to state and local taxes. The Fund intends to distribute income, if any, monthly, and capital gains, if any, at least annually.
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Investment Objective
ProShares UltraShort Ether ETF (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the Bloomberg Ethereum Index (the “Index”).
In this manner, the Fund seeks daily returns that correspond to two times the inverse (-2x) of the price of ether. The Fund does not directly short ether.
Important Information About the Fund
If the Fund is successful in meeting its investment objective, it should gain approximately two times as much as the Index loses when the Index falls on a given day. Conversely, it should lose approximately two times as much as the Index gains when the Index rises on a given day. The Fund does not seek to achieve two times the inverse (-2x) of the daily performance of the Index (the “Daily Target”) for any period other than a day.
While the Fund has a daily investment objective, you may hold Fund shares for longer than one day if you believe doing so is consistent with your goals and risk tolerance. If you hold fund shares for any period other than a day, it is important for you to understand that over your holding period:
●Your return may be higher or lower than the Daily Target, and this difference may be significant.
●Factors that contribute to returns that are worse than the Daily Target include smaller Index gains or losses and higher Index volatility, as well as longer holding periods when these factors apply.
●Factors that contribute to returns that are better than the Daily Target include larger Index gains or losses and lower Index volatility, as well as longer holding periods when these factors apply.
●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.
The Fund’s ability to obtain inverse leveraged exposure is limited at each tax quarter-end (e.g., October 31, 2025, January 30, 2026, April 30, 2026 and July 31, 2026). As a result, the Fund may or may not meet its investment objective on those days. The level of inverse leveraged exposure the Fund seeks to have on these dates may be significantly lower than its Daily Target.
Fees and Expenses of the Fund
The table below describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. 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.
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage
of the value of your investment)
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Management Fees
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0.95%
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Other Expenses1
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[ ]%
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Total Annual Fund Operating Expenses
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[ ]%
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1
[“Other Expenses” are estimated and include [ ]% of interest expense and fees charged by futures commission merchants incurred in the course of implementing the Fund’s strategy.]
Example: This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your approximate costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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[ ]
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[ ]
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[ ]
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[ ]
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The Fund pays transaction and financing costs associated with the purchase and sale of securities and derivatives. These costs are not reflected in the table or the example above.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Fund’s shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example above, affect the Fund’s performance. From the date of the Fund’s inception through May 31, 2025, the Fund’s annual portfolio turnover rate was [ ]% of the average value of its portfolio.
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Principal Investment Strategies
The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target. In this manner, the Fund seeks daily returns that correspond to two times the inverse (-2x) of the price of ether. The Fund does not directly short ether.
Ether is a digital asset. The ownership and operation of ether is determined by participants in an online, peer-to-peer network sometimes referred to as the “Ethereum Network.” The Ethereum Network connects computers that run publicly accessible, or “open source,” software that follows the rules and procedures governing the Ethereum Network. This is commonly referred to as the Ethereum Protocol (and is described in more detail in the section entitled “The Ethereum Protocol” in the Fund’s Prospectus).
The value of ether is not backed by any government, corporation, or other identified body. Instead, its value is determined in part by the supply and demand in markets created to facilitate the trading of ether. Ownership and transaction records for ether are protected through public-key cryptography. The supply of ether is determined by the Ethereum Protocol. No single entity owns or operates the Ethereum Network. The Ethereum Network is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as “validators”), (2) developers who propose improvements to the Ethereum Protocol and the software that enforces the Protocol and (3) users who choose which version of the Ethereum software to run. From time to time, the developers suggest changes to the Ethereum software. If a sufficient number of users and validators elect not to adopt the changes, a new digital asset, operating on the earlier version of the Ethereum software, may be created. This is often referred to as a “fork.” The price of the ether futures contracts in which the Fund invests may reflect the impact of these forks.
The Index is designed to measure the performance of a single ether traded in USD and seeks to provide a proxy for the ether market. The Index price is a composite of U.S. dollar-ether trading activity reported by certain digital asset trading platforms that are evaluated based on a variety of different criteria, including the trading platforms’ oversight and governance controls, liquidity, capital controls, data transparency and data integrity. The digital asset trading platforms included in the Index are reevaluated quarterly. The Index is constructed and maintained by Bloomberg Index Services Limited. More information about the Index can be found using the Bloomberg ticker symbol “ETHEREUM”.
Under normal circumstances, the Fund will invest at least 80% of the Fund’s assets in, or provide exposure to, financial
instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target.
The Fund will invest principally in the financial instruments listed below.
●Derivatives — Financial instruments whose value is derived from the value of an underlying asset or rate, such as stocks, bonds, ETFs, interest rates or indexes. The Fund invests in derivatives (e.g. [swap agreements on U.S. ETPs and ether futures contracts]) in order to gain inverse leveraged exposure to the Index. These derivatives principally include:
○Swap Agreements – The Fund may enter into swap agreements that provide exposure to ether. Swap agreements are derivative contracts entered into primarily with major global financial institutions for a specified period ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange or “swap” payments based on the change in value of an underlying asset or benchmark, such as exchange-traded funds (“ETFs”) or indexes. For example, two parties may agree to exchange the return (or differentials in rates of returns) earned or realized on a particular investment or instrument. As of the date of this Prospectus, it is expected that the Fund will gain swap exposure to ether by entering into one or more swap agreements that use a single U.S.-traded ETF that holds spot ether (each a “Spot Ether ETF”) as a reference asset. The Fund may have exposure to ether through swap transactions that provide exposure to only a single Spot Ether ETF or may enter into transactions that when combined provide the Fund with exposure to multiple Spot Ether ETFs. The Fund may have exposure to a single Spot Ether ETFs for extended periods of time. A Spot Ether ETF used as a reference asset for one or more of the Fund’s swap transactions may change at any time based on a variety of factors, including counterparty terms; market conditions; and the fees, performance, and liquidity of those Spot Ether ETFs.
○Ether Futures Contracts – Standardized, cash-settled ether futures contracts traded on commodity exchanges registered with the Commodity Futures Trading Commission (“CFTC”). The Fund seeks to invest in cash-settled, front-month ether futures. The Fund may also invest in back-month ether futures contracts. Front-month ether futures contracts are those contracts with the shortest time to maturity. Back-month ether futures contracts are those with longer times to maturity. In order to obtain inverse or “short” exposure, the Fund intends to enter into cash-settled ether futures contracts as the “seller.” In simplest terms, in a cash-settled futures market the
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seller pays the counterparty if the price of a futures contract goes up and receives cash from the counterparty if the price of the futures contract goes down.
●Money Market Instruments — The Fund expects that any cash balances maintained in connection with its use of derivatives will typically be held in high quality, short-term money market instruments, for example:
○U.S. Treasury Bills — U.S. government securities that have initial maturities of one year or less, and are supported by the full faith and credit of the U.S. government.
○Repurchase Agreements — Contracts in which a seller of securities, usually U.S. government securities or other money market instruments, agrees to buy the securities back at a specified time and price.
●Reverse Repurchase Agreements – The Fund seeks to engage in reverse repurchase agreements, a form of borrowing or leverage, and uses the proceeds to help achieve the Fund’s investment objective.
ProShare Advisors uses a mathematical approach to investing in which it determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce daily returns consistent with the Daily Target. For these purposes a day is measured from the time of one net asset value (“NAV”) calculation to the next.
The Fund seeks to remain fully invested at all times in financial instruments that, in combination, provide inverse leveraged exposure consistent with the investment objective, without regard to market conditions, trends or direction.
The Fund seeks to rebalance its portfolio each day so that its exposure to the Index is consistent with the Daily Target. The Index’s movements during the day will affect whether the Fund’s portfolio needs to be rebalanced. For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund’s exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund’s exposure will need to be increased.
In order to maintain its inverse exposure to the Index, the Fund intends to exit its futures contracts as they near expiration and replace them with new futures contracts with a later expiration date. Futures contracts with a longer term to expiration may be priced lower than futures contracts with a shorter term to expiration, a relationship called “backwardation.” When rolling short futures contracts that are in backwardation, the Fund will close its short position by buying the expiring contract at a relatively higher price and selling a longer-dated contract at a relatively lower price. The presence of backwardation would be expected to adversely affect the performance of the Fund.
Conversely, futures contracts with a longer term to expiration may be priced higher than futures contracts with a shorter
term to expiration, a relationship called “contango.” When rolling short futures contracts that are in contango, the Fund will close its short position by buying the expiring contract at a relatively lower price and selling a longer-dated contract at a relatively higher price. The presence of contango may positively affect the performance of the Fund.
The Fund expects to gain inverse leveraged exposure by investing a portion of its assets in a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands and advised by ProShare Advisors. Because the Fund intends to qualify for treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended, the Fund intends to invest no more than 25% of the Fund’s total assets (including any borrowings) in the subsidiary at each quarter end of the Fund’s tax year. As a result, the Fund may be required to dispose of a portion of its futures contracts, may or may not be able to obtain inverse leveraged exposure consistent with its Daily Target, and may or may not meet its investment objective as of the end of each tax quarter (e.g., April 30, 2025, July 31, 2025, October 31, 2025, January 30, 2026). The level of inverse leveraged exposure the Fund seeks to have on these dates may be significantly lower than the Fund’s Daily Target. Exceeding the 25% limit may have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information. References to investments by the Fund should be read to mean investments by either the Fund or the subsidiary.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Principal Risks
You could lose money by investing in the Fund.
●Investment Strategy Risk – The Fund obtains short exposure to ether in a manner designed to provide inverse leveraged exposure to the single day returns of the Index. The Fund does not directly short ether. Investors seeking to short ether directly should consider an investment other than the Fund.
●Short or Inverse Investing Risk — You will lose money when the Index rises – a result that is the opposite from a traditional index fund. Obtaining inverse or “short” exposure may be considered an aggressive investment technique. The costs of obtaining this short exposure will lower your returns.
●Leverage Risk — The Fund uses leverage and will lose more money when the value of the Index rises than a similar fund that does not use leverage. The use of leverage increases the risk of a total loss of your investment. If the Index approaches a 50% gain at any point in the day, you could lose your entire investment. As a result, an investment in the Fund may not be suitable for all investors. The use of leverage increases the volatility of your returns. The cost of obtaining this leverage will lower your returns.
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The Fund’s ability to obtain inverse leveraged exposure is limited at each tax quarter-end (e.g., April 30, 2025, July 31, 2025, October 31, 2025, January 30, 2026) by the Fund’s intention to qualify for RIC treatment. As a result, the Fund may or may not be able to obtain inverse leveraged exposure consistent with its Daily Target and may or may not meet its investment objective on those days. The level of inverse leveraged exposure the Fund seeks to have on these dates may be significantly lower than its Daily Target. The Fund intends to post on its website the approximate level of inverse leveraged exposure it seeks to have at tax quarter-end after close of business on the business day prior to the Fund’s tax quarter-end (e.g., April 29, 2025, July 30, 2025, October 30, 2025, January 29, 2026).
●Holding Period Risk — The performance of the Fund for periods longer than a single day will likely differ from the Daily Target. This difference may be significant. If you are considering holding fund shares for longer than a day, it’s important that you understand the impact of Index returns and Index volatility (how much the value of the Index moves up and down from day-to-day) on your holding period return. Index volatility has a negative impact on Fund returns. During periods of higher Index volatility, the Index volatility may affect the Fund’s returns as much as or more than the return of the Index.
The following table illustrates the impact of Index volatility and Index return on Fund returns for a hypothetical one-year period. However, these effects will impact your return for any holding period other than a day. The longer you hold shares of the Fund, the more magnified these effects will be. As a result, you should consider monitoring your investments in the Fund in light of your individual investment goals and risk tolerance.
In the table areas shaded darker represent those scenarios where the Fund can be expected to return less than the Daily Target. As the table shows, your return will tend to be worse than the Daily Target when there are smaller Index gains or losses and higher Index volatility. Your return will tend to be better than the Daily Target when there are larger Index gains or losses and lower Index volatility. You may lose money when the Index return is flat (i.e., close to zero) and you may lose money when the Index falls.
The table uses hypothetical annualized Index volatility and Index returns to illustrate the impact of these two factors on Fund performance over a one-year period. It does not represent actual returns. In addition, the table does not reflect the effect of any reduction in the Fund’s inverse leveraged exposure at each tax quarter-end.
Each row corresponds to the level of a hypothetical Index return for a one-year period. Each column corresponds to a level of hypothetical annualized Index volatility. For example, the Fund may mistakenly be expected to achieve a
-40% return on a yearly basis if the annual Index return were 20%. However, as the table shows, with a one-year Index return of 20% and an annualized Index volatility of 50%, the Fund could be expected to return -67.2%.
Assumes: (a) no Fund expenses and (b) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If these were included the Fund’s performance would be different from that shown.
The Index’s annualized historical volatility rate for the five-year period ended May 31, 2025 was 78.12%. The Index’s highest May to May volatility rate during the five-year period was 102.74% (May 28, 2021). The Index’s annualized total return performance for the five-year period ended May 31, 2025 was 63.53%. Historical Index volatility and performance do not predict future Index volatility and performance.
For more information, including additional graphs and charts demonstrating the effects of Index volatility and Index return on the long-term performance of the Fund, see “Understanding the Risks and Long-Term Performance of a Daily Objective Fund” in the Fund’s Prospectus.
●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of inverse leveraged correlation with the Index. Fees, expenses, transaction costs,
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financing costs associated with the use of derivatives, among other factors, will adversely impact the Fund’s ability to meet its Daily Target. In addition, if for any reason the Fund is unable to rebalance all or a portion of its investments, the Fund may have exposure to the Index that is significantly greater or less than the Daily Target. Any of these factors may prevent the Fund from achieving exposure consistent with the Daily Target.
As an example, as a result of the Fund’s intention to qualify as a RIC, the Fund may be unable to rebalance all or a portion of its investments at each tax quarter-end (e.g., April 30, 2025, July 31, 2025, October 31, 2025, January 30, 2026), if doing so would require the Fund to hold more than 25% of its total assets in its subsidiary. Consequently, at each tax quarter-end, the Fund may or may not be able to meet its investment objective on those days and the level of inverse leveraged exposure the Fund seeks to have on these dates may be significantly lower than the Fund’s Daily Target.
●Derivatives Risk — Investing in derivatives to obtain inverse leveraged exposure may be considered aggressive and may expose the Fund to greater risks including counterparty risk and correlation risk. The Fund may lose money if its derivatives do not perform as expected and may even lose money if they do perform as expected. To the extent the Fund invests in swaps that use an ETF, including a Spot Ether ETF, as the reference asset, the Fund will be subject to the risks of that ETF, including the risk that the ETF may not meet its investment objective. In addition, the Fund may be subject to greater correlation risk since the performance of the ETF may not correlate to the performance of the Index. In particular, the index a Spot Ether ETF uses to value its investments may be different from the Fund’s Index. Information about Spot Ether ETFs provided to or filed with the SEC by a Ether ETF can be located by reference to the Spot Ether ETF’s SEC file number through the SEC’s website at www.sec.gov.
Any costs associated with using derivatives will reduce the Fund’s return.
●Counterparty Risk — The Fund may lose money if a counterparty does not meet its contractual obligations.
●Ether Market Volatility Risk – The price of ether has historically been highly volatile. The value of the Fund’s inverse leveraged exposure to ether – and therefore the value of an investment in the Fund – could decline significantly and without warning, including to zero. If you are not prepared to accept significant and unexpected changes in the value of the Fund and the possibility that you could lose your entire investment in the Fund you should not invest in the Fund.
Trading prices of ether and other digital assets have experienced significant volatility in recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets, including ether over the
course of 2021, and multiple market observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices, including for ether. These episodes of rapid price appreciation followed by steep drawdowns have occurred multiple times throughout ether’s history, including in 2017-2018 and 2021-2022. Since then ether prices have continued to exhibit extreme volatility. Such volatility may persist.
●Liquidity Risk — The market for the ether futures contracts is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and may increase the losses incurred while trying to do so. Such large positions also may impact the price of ether futures, which could decrease the correlation between the performance of ether futures and spot ether.
●Ether Futures Risk – The market for ether futures may be less developed, and potentially less liquid and more volatile, than more established futures markets. While the ether futures market has grown substantially since ether futures commenced trading, there can be no assurance that this growth will continue. The price for ether futures contracts is based on a number of factors, including the supply of and the demand for ether futures contracts. Market conditions and expectations, regulatory limitations or limitations imposed by the listing exchanges or futures commission merchants (“FCMs”) (e.g., margin requirements, position limits, and accountability levels), collateral requirements, availability of counterparties, and other factors each can impact the supply of and demand for ether futures contracts.
Market conditions and expectations, margin requirements, position limits, accountability levels, collateral requirements, availability of counterparties, and other factors may also limit the Fund’s ability to achieve its desired exposure to ether futures contracts. If the Fund is unable to achieve such exposure it may not be able to meet its investment objective and the Fund’s returns may be different or lower than expected. Additionally, collateral requirements may require the Fund to liquidate its positions, potentially incurring losses and expenses, when it otherwise would not do so. Investing in derivatives like ether futures may be considered aggressive and may expose the Fund to significant risks. These risks include counterparty risk and liquidity risk.
The performance of ether futures contracts, in general, has historically been highly correlated to the performance of
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ether. However, there can be no guarantee this will continue. Transaction costs (including the costs associated with futures investing), position limits, the availability of counterparties and other factors may impact the cost of ether futures contracts and decrease the correlation between the performance of ether futures contracts and ether, over short or even long-term periods. In the event that there are persistent disconnects between ether and ether futures, the Fund may not be able to obtain the desired inverse leveraged exposure and may not be able to achieve its investment objective.
In addition, the performance of back-month futures contracts is likely to differ more significantly from the performance of the spot prices of ether. To the extent the Fund is invested in back-month ether future contracts, the performance of the Fund should be expected to deviate more significantly from the performance of ether. Moreover, price differences between ether and ether futures will expose the Fund to risks different from, and possibly greater than, the risks associated with investing directly in ether, including larger losses or smaller gains.
●Ether Futures Capacity Risk – If the Fund’s ability to obtain exposure to ether futures contracts consistent with its investment objective is disrupted for any reason including, for example, limited liquidity in the ether futures market, a disruption to the ether futures market, or as a result of margin requirements, position limits, accountability levels, or other limitations imposed by the Fund’s futures commission merchants (“FCMs”), the listing exchanges or the CFTC, the Fund may or may not be able to achieve its investment objective and may experience significant losses.
In such circumstances, the Advisor intends to take such action as it believes appropriate and in the best interest of the Fund. Any disruption in the Fund’s ability to obtain inverse leveraged exposure to ether futures contracts may cause the Fund’s performance to deviate from the Daily Target.
Additionally, as noted above, the ability of the Fund to obtain inverse leveraged exposure to ether futures contracts is limited by certain tax rules that limit the amount the Fund can invest in its wholly-owned subsidiary as of the end of each tax quarter. As a result, the Fund may or may not be able to obtain inverse leveraged exposure consistent with its Daily Target and may or may not meet its investment objective on the last business day of each tax quarter (e.g., April 30, 2025, July 31, 2025, October 31, 2025, January 30, 2026). Exceeding this amount on such dates would have tax consequences, see the section entitled “Tax Risk” in the Fund’s Prospectus for more information.
●Cost of Futures Investment Risk – As discussed above, when a ether futures contract is nearing expiration, the Fund will “roll” the futures contract. This means it will generally exit its position in such contract and enter into a new position in a ether futures contract with a later expiration date. When rolling short futures contracts that are in backwardation, the Fund will close its short position by buying the expiring contract at a relatively higher price and selling a longer-dated contract at a relatively lower price. Backwardation in the ether futures market may have a significant adverse impact on the performance of the Fund. Both contango and backwardation may cause ether futures to perform differently than spot ether and may limit or prevent the Fund from achieving its investment objective. The impact of both contango and backwardation may also be greater to the extent the Fund invests in back-month futures contracts.
●Ether Risk – The Fund’s investments in ether futures contracts exposes the Fund to the risks associated with an investment in ether because the price of ether futures is substantially based on the price of ether. Ether is a relatively new innovation and is subject to unique and substantial risks. The market for ether is subject to rapid price swings, changes and uncertainty. A significant portion of the demand for ether may be the result of speculation. Consequently, the value of ether has been, and may continue to be, substantially dependent on speculation. Such speculation regarding the potential future appreciation of the price of ether may artificially inflate or deflate the price of ether and increase volatility. The further development of the Ethereum Network and the acceptance and use of ether are subject to a variety of factors that are difficult to evaluate. The slowing, stopping or reversing of the development of the Ethereum Network or the acceptance of ether may adversely affect the price and liquidity of ether. Ether is subject to the risk of fraud, theft, manipulation or security failures, operational or other problems that impact ether trading venues. Additionally, if one or a coordinated group of validators were to gain control of 33% or more of staked ether, they would have the ability to execute extensive attacks, manipulate transactions and fraudulently obtain ether. If such a validator or group of validators were to gain control of one-third of staked ether, they could halt payments. A significant portion of ether is held by a small number of holders sometimes referred to as “whales”. Transactions by these holders may influence the price of ether and these holders may have the ability to manipulate the price of ether.
Unlike the exchanges for more traditional assets, such as equity securities and futures contracts, ether and ether
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trading venues are largely unregulated and may be operating out of compliance with applicable regulation. As a result of the lack of regulation, individuals or groups may engage in fraud or market manipulation (including using social media to promote ether in a way that artificially increases the price of ether). Investors may be more exposed to the risk of theft, fraud and market manipulation than when investing in more traditional asset classes. Over the past several years, a number of ether trading venues have been closed due to fraud, failure or security breaches. Investors in ether may have little or no recourse should such theft, fraud or manipulation occur and could suffer significant losses.
Legal or regulatory changes may increase the acceptance and adoption of ether. In addition, digital asset trading venues and other participants may have significant exposure to other digital assets. Instability in the price, availability, or legal or regulatory status of those instruments may adversely impact the operation of the digital asset trading venues and the Ethereum Network. As a result, events that are not necessarily related to the security or utility of ether can nonetheless cause a significant increase in the volatility of ether (e.g., the collapse of TerraUSD in May 2022 and FTX Trading Ltd. in November 2022). The realization of any of these risks could result in increased volatility and in some instances could result in a sharp increase in the value of ether and ether futures.
●Subsidiary Investment Risk — Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively affect the Fund and its shareholders.
●Borrowing Risk – The Fund may borrow for investment purposes using reverse repurchase agreements. In particular, the Fund may enter into reverse repurchase agreements at or near its tax quarter-end. The cost of borrowing may reduce the Fund’s return during those periods. Borrowing may cause the Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of the Fund. There can be no assurance that the Fund will be able to enter into reverse repurchase agreements or obtain favorable terms for those agreements.
●Money Market Instruments Risk — Adverse economic, political or market events affecting issuers of money market instruments, defaults by counterparties or changes in government regulations may have a negative impact on the performance of the Fund.
●Non-Diversification Risk — The Fund has the ability to invest a relatively high percentage of its assets in the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on the performance of a single issuer or the credit of a single counterparty.
●Concentration Risk — The Fund has significant exposure to ether. As a result, the Fund may be subject to greater market fluctuations than a fund that is more broadly invested across industries. The Fund may have significant exposure to a single Spot Ether ETF that serves as the reference asset on a swap entered into by the Fund. As a result the Fund will be more susceptible to an adverse market, economic or regulatory event affecting such Spot Ether ETF.
●Index Performance Risk — The Index used by the Fund may underperform other asset classes and may underperform other similar indices. The Index is maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error.
●Intraday Price Performance Risk — The intraday performance of Fund shares traded in the secondary market generally will be different from the performance of the Fund when measured from one NAV calculation-time to the next. When shares are bought intraday, the performance of the Fund’s shares relative to the Index until the Fund’s next NAV calculation time will generally be higher or lower than the Daily Target.
●Market Price Variance Risk — Investors buy and sell Fund shares in the secondary market at market prices. Market prices may be different from the NAV per share of the Fund (i.e., the secondary market price may trade at a price greater than NAV (a premium) or less than NAV (a discount)). The market price of the Fund’s shares will fluctuate in response to changes in the value of the Fund’s holdings, supply and demand for shares and other market factors. In addition, ether may be traded in markets on days and at times when the Fund’s listing exchange is closed for trading. As a result, the value of the Fund’s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund’s holdings factors.
●Authorized Participant Risk — The Fund has a limited number of financial institutions that act as Authorized Participants or market markers. Only Authorized Participants may engage in creation or redemption transactions directly with the Fund. If some or all of these Authorized Participants exit the business or are unable to process creation and/or redemption orders, and other Authorized Participants are not willing or able to create and redeem Fund shares, investors may experience a significantly diminished trading market and the shares may trade at a discount to NAV.
●Cash Purchases and Redemption Risk — The Fund expects to effect all of its creations and redemptions in cash rather than in-kind. Cash purchases and redemptions may increase transaction costs. The relatively high costs associated with obtaining inverse leveraged exposure to ether futures contracts, particularly near contract expiration,
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may have a significant adverse impact on the performance of the Fund. Additionally, cash purchases and redemptions may cause the Fund to recognize a gain or loss.
●Early Close/Late Close/Trading Halt Risk — An exchange or market may close early, close late or issue trading halts on ether futures contracts. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.
●New Fund Risk — The Fund recently commenced operations, has a limited operating history, and started operations with a small asset base. There can be no assurance that the Fund will be successful or grow to or maintain a viable size, that an active trading market for the Fund’s shares will develop or be maintained, or that the Fund’s shares’ listing will continue unchanged.
Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.
Investment Results
Performance history will be available for the Fund after it has been in operation for a full calendar year. After the Fund has a full calendar year of performance information, performance information will be shown on an annual basis.
Management
The Fund is advised by ProShare Advisors. Alexander Ilyasov, Senior Portfolio Manager, and George Banian, Portfolio Manager, have jointly and primarily managed the Fund since inception.
Purchase and Sale of Fund Shares
The Fund will issue and redeem shares only to Authorized Participants (typically broker-dealers) in exchange for cash in large blocks, known as Creation Units. Shares of the Fund may only be purchased and sold by retail investors in secondary market transactions through broker-dealers or other financial intermediaries. Shares of the Fund are listed for trading on a national securities exchange and because shares trade at market prices rather than NAV, shares of the Fund may trade at a price greater than NAV (premium) or less than NAV (discount). In addition to brokerage commissions, investors incur the costs of the difference between the highest price a buyer is willing to pay to purchase shares of the Funds (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). The bid-ask spread varies over time for Fund shares based on trading volume and market liquidity. Recent information, including information about a Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, is included on the Fund’s website (www.proshares.com).
Tax Information
Income and capital gains distributions you receive from the Fund generally are subject to federal income taxes and may also be subject to state and local taxes. The Fund intends to distribute income, if any, monthly, and capital gains, if any, at least annually.
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This section contains additional details about each Fund’s investment objective, principal investment strategies and related risks.
Investment Objectives
Each Fund is a “Geared Fund” in the sense that it is designed to seek daily investment results, before fees and expenses, that correspond to the daily performance of a daily benchmark such as the inverse (-1x), multiple (i.e., 2x), or inverse multiple (i.e., -2x) of the daily performance of an index (the “Daily Target”) for a single day, not for any other period. The “Short Funds” (i.e., the Funds that have the prefix “Short” or “UltraShort” in their names) are designed to correspond to the inverse or an inverse multiple of the daily performance of an index. The “Ultra Funds” (i.e., the Funds that have the prefix “Ultra” in their names) are designed to correspond to a multiple of the daily performance of an index. The Funds do not seek to achieve their stated investment objectives over a period of time greater than a single day. A “single day” is measured from the time a Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation.
The return of a Fund for periods longer than a day is the product of a series of daily leveraged returns for each trading day during that period. If you hold Fund shares for any period other than a day, it is important for you to understand the risks and long-term performance of a daily objective fund. You should know that over your holding period:
●Your return may be higher or lower than the Daily Target, and this difference may be significant.
●Factors that contribute to returns that are worse than the Daily Target include smaller Index gains or losses and higher Index volatility, as well as longer holding periods when these factors apply.
●Factors that contribute to returns that are better than the Daily Target include larger Index gains or losses and lower Index volatility, as well as longer holding periods when these factors apply.
●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.
For periods longer than a day, you will lose money if the Index’s performance is flat. It is possible that you will lose money invested in a Short Fund even if the value of the Index falls during that period or money invested in an Ultra Fund even if the value of the Index rises during that period. Returns may move in the opposite direction of the Index during periods of higher Index volatility, low Index returns, or both. In addition, during periods of higher Index volatility, the Index volatility may affect your return as much or more than the return of the Index.
Investment in a Fund involves risks that are different from and additional to the risks of investments in other types of funds. An investor in a Fund could potentially lose the full value of their investment within a single day.
Each Fund’s investment objective is non-fundamental, meaning it may be changed by the Board of Trustees (“Board”), without the approval of Fund shareholders.
Principal Investment Strategies
In seeking to achieve each Fund’s investment objective, ProShare Advisors follows a passive approach to investing that is designed to correspond to the inverse (-1x), multiple (i.e., 2x), or inverse multiple (i.e., -2x) of the daily performance of its index. Each Fund attempts to achieve its investment objective by investing all, or substantially all, of its assets in investments that make up its index or in financial instruments that provide similar exposure.
Each Fund employs various investment techniques designed to achieve their respective investment objectives. These techniques are intended to enhance liquidity, maintain a tax-efficient portfolio and reduce transaction costs to maintain a high correlation with, and similar aggregate characteristics to, the index or inverse of the index, or multiple thereof, as applicable.
ProShare Advisors does not invest the assets of a Fund in securities or financial instruments based on ProShare Advisors’ view of the investment merit of a particular security, instrument, or company, other than for cash management purposes, nor does it conduct conventional investment research or analysis (other than in determining counterparty creditworthiness), or forecast market movement or trends, in managing the assets of a Fund. Each Fund generally seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to its index consistent with its investment objective, without regard to market conditions, trends, direction, or the financial condition of a particular issuer. The Funds do not take temporary defensive positions.
On a daily basis, each Fund will seek to position its portfolio so that such Fund’s investment exposure is consistent with its investment objective. In general, changes to the level of a Fund’s index each day will determine whether such Fund’s portfolio needs to be repositioned. For example, if a Short Fund’s index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units Issued). As a result, the Fund’s short exposure will need to be decreased. Conversely, if the index has fallen on a given day, net assets of the Short Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund’s short exposure will need to be increased. Similarly, if an Ultra Fund’s index has risen on a given day, net assets of the Fund should rise. As a result, the Fund’s exposure will need to be increased. Conversely, if the index has fallen on a given day, net assets of the Ultra Fund should fall. As a result, the Fund’s exposure will need to be decreased.
The time and manner in which a Fund rebalances its portfolio may vary from day to day at the sole discretion of ProShare Advisors depending upon market conditions and other circumstances. If for any reason a Fund is unable to rebalance all
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or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent with the Fund’s investment objective. In these instances, a Fund may have investment exposure to its underlying index that is significantly greater or less than its stated multiple. As a result, a Fund may be more or less exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective.
Bitcoin
Bitcoin is a digital asset which serves as the unit of account on an open-source, decentralized, peer-to-peer computer network. Bitcoin may be used to pay for goods and services, stored for future use, or converted to a government-issued currency. As of the date of this Prospectus, the adoption of bitcoin for these purposes has been limited. The value of bitcoin is not backed by any government, corporation, or other identified body.
The value of bitcoin is determined in part by the supply of (which is limited), and demand for, bitcoin in the markets for exchange that have been organized to facilitate the trading of bitcoin. By design, the supply of bitcoin is limited to 21 million bitcoins. As of the date of this Prospectus, there are approximately 20 million bitcoins in circulation.
Bitcoin is maintained on the decentralized, open source, peer-to-peer computer network (the “Bitcoin Network”). No single entity owns or operates the Bitcoin Network. The Bitcoin Network is accessed through software and governs bitcoin’s creation and movement. The source code for the Bitcoin Network, often referred to as the Bitcoin Protocol, is open-source, and anyone can contribute to its development.
The Bitcoin Network
The infrastructure of the Bitcoin Network is collectively maintained by participants in the Bitcoin Network, which include miners, developers, and users. Miners validate transactions and are currently compensated for that service in bitcoin. Developers maintain and contribute updates to the Bitcoin Network’s source code often referred to as the Bitcoin Protocol. Users access the Bitcoin Network using open-source software. Anyone can be a user, developer, or miner.
Bitcoin is maintained on a digital transaction ledger commonly known as a “blockchain.” A blockchain is a type of shared and continually reconciled database, stored in a decentralized manner on the computers of certain users of the digital asset and is protected by cryptography. The Bitcoin Blockchain contains a record and history for each bitcoin transaction.
New bitcoin is created by “mining.” Miners use specialized computer software and hardware to solve a highly complex mathematical problem presented by the Bitcoin Protocol. The first miner to successfully solve the problem is permitted to add a block of transactions to the Bitcoin Blockchain. The new block is then confirmed through acceptance by a majority of users who maintain versions of the blockchain on their individual computers. Miners that successfully add a block to
the Bitcoin Blockchain are automatically rewarded with a fixed amount of bitcoin for their effort plus any transaction fees paid by transferors whose transactions are recorded in the block. This reward system is the means by which new bitcoin enter circulation and is the mechanism by which versions of the blockchain held by users on a decentralized network are kept in consensus.
The Bitcoin Protocol
The Bitcoin Protocol is an open source project with no official company or group in control. Anyone can review the underlying code and suggest changes. There are, however, a number of individual developers that regularly contribute to a specific distribution of bitcoin software known as the “Bitcoin Core.” Developers of the Bitcoin Core loosely oversee the development of the source code. There are many other compatible versions of the bitcoin software, but Bitcoin Core is the most widely adopted and currently provides the de facto standard for the Bitcoin Protocol. The core developers are able to access, and can alter, the Bitcoin Network source code and, as a result, they are responsible for quasi-official releases of updates and other changes to the Bitcoin Network’s source code.
However, because bitcoin has no central authority, the release of updates to the Bitcoin Network’s source code by the core developers does not guarantee that the updates will be automatically adopted by the other participants. Users and miners must accept any changes made to the source code by downloading the proposed modification and that modification is effective only with respect to those bitcoin users and miners who choose to download it. As a practical matter, a modification to the source code becomes part of the Bitcoin Network only if it is accepted by participants that collectively have a majority of the processing power on the Bitcoin Network.
If a modification is accepted by only a percentage of users and miners, a division will occur such that one network will run the pre-modification source code and the other network will run the modified source code. Such a division is known as a “fork.”
Ether
Ether is a digital asset which serves as the unit of account on an open-source, decentralized, peer-to-peer computer network. Ether may be used to pay for goods and services, stored for future use, or converted to a government-issued currency. As of the date of this Prospectus, the adoption of ether for these purposes has been limited. The value of ether is not backed by any government, corporation, or other identified body.
The value of ether is determined in part by the supply of and demand for, ether in the markets for exchange that have been organized to facilitate the trading of ether. Ether is the second largest digital asset by market capitalization behind bitcoin.
Ether is maintained on the decentralized, open source, peer-to-peer computer network (“Ethereum Network”). No single
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entity owns or operates the Ethereum Network. The Ethereum Network is accessed through software and governs the creation and movement of ether. The source code for the Ethereum Network is open-source, and anyone can contribute to its development.
Ethereum Network
The infrastructure of the Ethereum Network is collectively maintained by participants in the Ethereum Network, which include validators, developers, and users. Validators validate transactions and are currently compensated for that service in ether, as determined by the Ethereum Protocol. Developers maintain and contribute updates to the Ethereum Network’s source code. Users access the Ethereum Network using open-source software. Anyone can be a user, developer, or validator.
Ether is maintained on a digital transaction ledger commonly known as a “blockchain.” A blockchain is a type of shared and continually reconciled database, stored in a decentralized manner on the computers of certain users of the digital asset and is protected by cryptography. The Ethereum blockchain contains a record and history for each ether transaction.
The Ethereum blockchain allows for the creation of decentralized applications that are supported by a transaction protocol referred to as “smart contracts,” which includes the cryptographic operations that verify and secure ether transactions. A smart contract operates by a pre-defined set of rules (i.e., “if/then statements”) that allows it to automatically execute code on the Ethereum Network. Such actions taken by the pre-defined set of rules are not necessarily contractual in nature but are intended to eliminate the need for a third party to carry out code execution on behalf of users, making the system decentralized, allowing decentralized application developers to create a wide range of applications. Requiring payment in Ether on the Ethereum Network incentivizes developers to write quality applications and increases the efficiency of the Ethereum Network because wasteful code costs more. It also ensures that the Ethereum Network remains economically viable by compensating people for their contributed computational resources.
Ethereum Protocol
The Ethereum Protocol is an open source project with no official company or group in control. Anyone can review the underlying code and suggest changes. Because there is no central authority, the release of updates to the Ethereum Protocol source code by developers does not guarantee that the updates will be automatically adopted by the other participants. Users and validators must accept any changes made to the source code by downloading the proposed modification and that modification is effective only with respect to those ether users and validators who choose to download it. As a practical matter, a modification to the source code becomes part of the Ethereum Network only if it is accepted by validators that collectively represent a supermajority (two-thirds) of the cumulative validations on the Ethereum blockchain.
If a modification is accepted by only a portion of users and validators, a division will occur such that one network will run the pre-modification source code and the other network will run the modified source code. Such a division is known as a “fork.”
New ether is created through “staking” of ether by validators. Validators are required to stake ether in order to perform validation activities and then, as a reward, earn newly created ether. Validation activities include verifying transactions, storing data, and adding to the Ethereum blockchain. Further, with its collective computing power on the distributed network, the Ethereum network provides the ability to execute peer-to-peer transactions to realize, via smart contracts, automatic, conditional transfer of value and information, including money, voting rights, and property.
An Ethereum private key controls the transfer or “spending” of ether from its associated public Ethereum address. An Ethereum “wallet” is a collection of public Ethereum addresses and their associated private key(s). It is designed such that only the owner of ether can send ether, only the intended recipient of ether can unlock what the sender sent and both transactions and ownership can be verified by any third party anywhere in the world.
Fees need to be paid in ether in order to facilitate transactions and execute smart contracts. The fee that is charged is called “gas.” Gas price is often a small fraction of ether, which is denoted in the unit of Gwei (10^9 Gwei = 1 ether). Gas is essential in sustaining the Ethereum network. It incentivizes validators to process and verify transactions and incentivizes new validators to stake ether. Gas fees are a product of Ethereum network demand relative to the Ethereum network’s capacity.
The Ethereum Foundation (“EF”) is a non-profit organization that is dedicated to supporting Ethereum and related technologies. The EF, alongside other organizations, supports Ethereum Protocol development through funding and advocacy. The EF finances its activities through its initial allocation of ether at the launch of the Ether Network in 2015. Although the EF does not control Ethereum, and is one of many organizations within the Ethereum ecosystem, it is the most significant driving force for Ethereum Protocol development and support of Ethereum generally.
Crypto Futures
A futures contract is a standardized contract traded on, or subject to the rules of, an exchange to buy or sell a specified type and quantity of a particular underlying asset at a designated price. Each Fund invests in standardized, cash-settled crypto futures contracts traded on commodity exchanges registered with the Commodity Futures Trading Commission (“CFTC”). Futures contracts are traded on a wide variety of underlying assets, including crypto, bonds, interest rates, agricultural products, stock indexes, currencies, digital assets, energy, metals, economic indicators and statistical measures. The contract unit (i.e., the total amount of the
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underlying asset referenced in each futures contract) and calendar term of futures contracts on a particular underlying asset are identical and are not subject to any negotiation, other than with respect to price and the number of contracts traded between the buyer and seller. Futures contracts expire on a designated date, referred to as the “expiration date.”
Each Fund’s ability to invest in crypto futures contracts is subject to regulatory limitations, limitations imposed by listing exchanges and in some instances, limitations imposed by FCMs (e.g., margin requirements, position limits, and accountability levels). Position limits are predetermined maximum levels of futures that can be owned or controlled by a market participant. An accountability level is a threshold of futures holdings established by an exchange that, once met, subjects a market participant to greater scrutiny, such as providing information to the exchange about a Fund and its futures positions and the possibility that the exchange would prevent the Fund from increasing the size of its crypto futures position or require it to decrease its position in crypto futures contracts. Each Fund’s futures positions may be aggregated with those held by certain of its affiliates for purposes of applying position limits and accountability levels, meaning that the amount of crypto futures held by certain affiliates of the Fund could affect the Fund’s ability to enter into additional crypto futures contracts or subject the Fund to a requirement to decrease its position in crypto futures contracts. Margin requirements specify the minimum amount of cash required to be deposited with an FCM for open futures contracts.
Each Fund generally deposits cash (also known as “margin”) with an FCM for its open positions in futures contracts. The margin requirements or position limits may be based on the notional exposure (i.e., the total dollar value of exposure a Fund has to the asset that underlies the futures contract) of the futures contracts or the number of futures contracts purchased. The FCM, in turn, generally transfers such deposits to the clearing house to protect the clearing house against non-payment by each Fund. “Variation Margin” is the amount of cash that each party agrees to pay to or receive from the other to reflect the daily fluctuation in the value of the futures contract. The clearing house becomes substituted for each counterparty to a futures contract and, in effect, guarantees performance. In addition, the FCM may require a Fund to deposit additional collateral in excess of the clearing house’s requirements for the FCM’s own protection. Margin requirements for crypto futures are substantially higher than margin requirements for many other types of futures contracts.
CME Bitcoin Futures commenced trading on the CME Globex electronic trading platform on December 17, 2017, under the ticker symbol “BTC.” CME Micro Bitcoin Futures commenced trading on the CME Globex electronic trading platform on May 3, 2021, under the ticker symbol “MBT.” CME Bitcoin Futures and CME Micro Bitcoin Futures are cash-settled in U.S. dollars, based on the CME CF Bitcoin Reference Rate (“BRR”). The CME CF Bitcoin Reference Rate is a volume-weighted composite of U.S. dollar-bitcoin trading activity on
spot bitcoin trading venues selected by an oversight committee established by the CME and CF Benchmarks, the administrator of the CME CF Bitcoin Reference Rate, based on predefined criteria established by CF Benchmarks and approved by the oversight committee. As of the date of this Prospectus, the trading venues included in the BRR are Bitstamp, Coinbase, ItBit, Kraken, Gemini, and LMAX Digital. The criteria require, among other things, each selected trading venue to have implemented policies and procedures designed to ensure fair and transparent market conditions and to identify and impede illegal, unfair or manipulative trading practices. The selected trading venues are not registered exchanges and are not subject to the regulation and supervision of a federal financial markets regulator. Each selected trading venue is reviewed annually by an oversight committee established by CF Benchmarks to confirm that the selected trading venue continues to meet all criteria. CF Benchmarks and the BRR are subject to United Kingdom Financial Conduct Authority Regulation.
CME Ether Futures commenced trading on the CME, a CFTC registered futures exchange, on February 8, 2021, under the ticker symbol “ETH”. CME ether futures are cash-settled in U.S. dollars, based on the CME CF Ether Reference Rate. The CME CF Ether Reference Rate is a volume-weighted composite of U.S. dollar-ether trading activity on spot ether trading venues selected by an oversight committee established by the CME and CF Benchmarks, the administrator of the CME CF Ether Reference Rate, based on predefined criteria established by CF Benchmarks and approved by the oversight committee. The criteria require, among other things, each selected trading venue to have implemented policies and procedures designed to ensure fair and transparent market conditions and to identify and impede illegal, unfair or manipulative trading practices. The selected trading venues are not registered exchanges and are not subject to the regulation and supervision of a federal financial markets regulator. Each selected trading venue is reviewed annually by an oversight committee established by CF Benchmarks to confirm that the selected trading venue continues to meet all criteria. CF Benchmarks and the CME CF Ether Reference Rate are subject to United Kingdom Financial Conduct Authority Regulation.
Rolling of the Crypto Futures
Futures contracts expire on a designated date, referred to as the “expiration date.” Each Fund generally seeks to invest in “front-month” CME bitcoin futures contracts and/or CME ether futures contracts, as applicable, but may invest in back-month, cash-settled bitcoin futures contracts and/or ether futures contracts. “Front-month” contracts are the monthly contracts with the nearest expiration date. Back-month contracts are those with longer times to maturity. CME bitcoin futures and CME ether futures are cash-settled on their expiration date unless they are “rolled” prior to expiration, as applicable. Each Fund intends to “roll” its CME bitcoin futures and/or CME ether futures prior to expiration, as applicable. Typically, the Fund will roll to the next “nearby” CME bitcoin
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futures and/or CME ether futures, as applicable. The “nearby” contracts are those contracts with the next closest expiration date.
Reverse Repurchase Agreements
Each Fund may engage in reverse repurchase agreements, a form of borrowing or leverage, and uses the proceeds to help achieve its investment objective. Reverse repurchase agreements involve sales by a Fund of portfolio assets (typically U.S. Treasuries) for cash concurrently with an agreement by the Fund to repurchase those same assets at a later date at a fixed price. Generally, the effect of such a transaction is that a Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while a Fund will be able to keep the interest income associated with those portfolio securities.
Investment in the Cayman Subsidiary
Each Fund expects to gain exposure to crypto futures contracts by investing a portion of its assets in a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands. The wholly-owned subsidiary will be managed and advised by ProShare Advisors and overseen by the Fund’s board of directors.
Additional Crypto-Related Investments
ProShares Short Ether ETF
If the Fund is unable to obtain the desired exposure to ether futures contracts because it is approaching or has exceeded position limits or accountability levels or because of liquidity or other constraints, ProShare Advisors intends to take such action as it believes appropriate and in the best interest of the Fund. This may include shorting equity securities of “ether-related companies.” For these purposes, ether-related companies are companies listed on a U.S. stock exchange that ProShare Advisors believes provide returns that generally correspond, or are closely related, to the performance of ether or ether futures. For example, the Fund may short the securities of U.S. listed companies engaged in digital asset mining or offering digital asset trading platforms.
ProShares Short Bitcoin ETF
If the Fund is unable to obtain the desired exposure to bitcoin futures contracts because it is approaching or has exceeded position limits or accountability levels or because of liquidity or other constraints, ProShare Advisors intends to take such action as it believes appropriate and in the best interest of the Fund. For the Fund, this may include shorting equity securities of “bitcoin-related companies.” For these purposes, bitcoin-related companies are companies listed on a U.S. stock exchange that ProShare Advisors believes provide returns that generally correspond, or are closely related, to the performance of bitcoin or bitcoin futures. For example, the Fund may invest in U.S. listed companies engaged in digital asset mining or offering digital asset trading platforms.
ProShares Ultra Ether ETF and ProShares UltraShort Ether ETF
If a Fund is unable to obtain the desired exposure to ether, ProShare Advisors intends to take such action as it believes appropriate and in the best interest of the Fund. This may include among other things, investing in equity securities of “ether-related companies” or investing in or shorting other U.S. investment companies that provide investment exposure to ether futures contracts or ether-related companies. For these purposes, ether-related companies are companies listed on a U.S. stock exchange that ProShare Advisors believes provide returns that generally correspond, or are closely related, to the performance of ether or ether futures. For example, a Fund may invest in U.S. listed companies engaged in digital asset mining or offering digital asset trading platforms.
With respect to ProShares Ultra Ether ETF, the Fund may also invest in U.S. ETFs that provide exposure to ether. Spot Ether ETFs are not regulated under the Investment Company Act of 1940. Therefore, the Fund’s investments in these vehicles will not benefit from the protections and restrictions of that law.
ProShares Ultra Bitcoin ETF and ProShares UltraShort Bitcoin ETF
If a Fund is unable to obtain the desired exposure to bitcoin, ProShare Advisors intends to take such action as it believes appropriate and in the best interest of the Fund. This may include among other things, investing in cash-settled bitcoin futures contracts traded on the Chicago Mercantile Exchange or other instruments that provide exposure to bitcoin or bitcoin futures.
With respect to ProShares Ultra Bitcoin ETF, the Fund may also invest in U.S. ETFs that provide exposure to bitcoin. Spot Bitcoin ETFs are not regulated under the Investment Company Act of 1940. Therefore, the Fund’s investments in these vehicles will not benefit from the protections and restrictions of that law.
Additional Information Regarding Spot Bitcoin ETFs Used as Reference Assets for Swap Agreements
(applicable to UltraShort Bitcoin ETF and Ultra Bitcoin ETF)
Each Fund may gain exposure to bitcoin by entering into one or more swap agreements that use a Spot Bitcoin ETF as the reference asset. You can see each Fund’s portfolio holdings, including the ticker symbol of the Spot Bitcoin ETF that is the reference asset of any swap agreement entered into by the Fund, each day on the Fund’s website (www.proshares.com).
The Funds do not seek exposure to any particular Spot Bitcoin ETF and may have exposure to the performance of one or more Spot Bitcoin ETFs through swap transactions. The Funds may only have exposure to a single Spot Bitcoin ETF based on availability and market conditions (e.g., the liquidity of a particular Spot Bitcoin ETFs). The value of each Fund’s swap
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transactions is based on the market price of the Spot Bitcoin ETF that is the reference asset underlying such transaction.
Spot Bitcoin ETFs generally seek to track the performance of spot bitcoin (as measured by a relevant index), before the payment of expenses and liabilities of the Spot Bitcoin ETF. In seeking its objective, a Spot Bitcoin ETF will generally only hold bitcoin and a small amount of cash to manage expenses. As a result, a Spot Bitcoin ETF is subject to the risks of bitcoin (as described elsewhere in this Prospectus) and risks due to its concentration of investments in a single asset. A custodian will hold all the Spot Bitcoin ETF’s bitcoin on behalf of the ETF. A Spot Bitcoin ETF does not purchase or sell bitcoin other than in connection with the creation and redemption of shares or to pay certain expenses, which are facilitated by a prime broker with whom the Spot Bitcoin ETF contracts.
Each Spot Bitcoin ETF utilizes an underlying bitcoin index and retains service providers. While some Spot Bitcoin ETFs may have the same index and service providers, events that adversely affect a particular index (e.g., failure to track the spot bitcoin prices) or service provider (e.g., theft of bitcoin held in custody) may adversely affect the Spot Bitcoin ETF that tracks that index or uses that service provider while other Spot Bitcoin ETFs that do not track the same index or use the same service provider may not be affected by such events. Spot Bitcoin ETFs charge different fees and may perform differently from one another. The inability of authorized participants and market makers to hedge their bitcoin exposure and other factors may also adversely affect the liquidity of shares of the Spot Bitcoin ETF and the value of an investment in such shares. In each case, any event that affects the value of the Spot Bitcoin ETF used as a reference asset on a swap entered into by the Fund will affect the value of that swap agreement and the performance of the Fund. Spot Bitcoin ETFs are relatively new entities with limited operating histories. Unlike the Funds, Spot Bitcoin ETFs are not registered as investment companies under the 1940 Act.
The following are examples of Spot Bitcoin ETFs that may serve as reference assets on swaps entered into by the Funds. Shares of Spot Bitcoin ETFs are listed and trade on an exchange. The Spot Bitcoin ETFs are subject to the information requirements of the Securities Exchange Act of 1934; information provided to or filed with the U.S. Securities and Exchange Commission (“SEC”) by a Spot Bitcoin ETF can be located by reference to the Spot Bitcoin ETF’s SEC file number through the SEC’s website at www.sec.gov. In addition, each Spot Bitcoin ETF discloses its portfolio holdings each day on the Spot Bitcoin ETF’s website. Neither Fund undertakes to use any specific Spot Bitcoin ETF as the reference asset on swaps that the Fund may use to achieve its investment objective. The Spot Bitcoin ETFs that serve as reference assets may change from time to time. During some periods of time (including extended periods of time), each Fund expects to
have exposure to bitcoin through a swap that uses a single Spot Bitcoin ETF as the reference asset.
Additional Information Regarding Spot Ether ETFs Used as Reference Assets for Swap Agreements
(applicable to Ultra Ether ETF and UltraShort Ether ETF)
Each Fund may gain exposure to ether by entering into one or more swap agreements that use a Spot Ether ETF as the reference asset. You can see each Fund’s portfolio holdings, including the ticker symbol of the Spot Ether ETF that is the reference asset of any swap agreement entered into by the Fund, each day on the Fund’s website (www.proshares.com).
The Funds do not seek exposure to any particular Spot Ether ETF and may have exposure to the performance of one or more Spot Ether ETFs through swap transactions. The Funds may only have exposure to a single Spot Ether ETF based on availability and market conditions (e.g., the liquidity of a particular Spot Ether ETFs). The value of each Fund’s swap transactions is based on the market price of the Spot Ether ETF that is the reference asset underlying such transaction.
Spot Ether ETFs generally seek to track the performance of spot ether (as measured by a relevant index), before the payment of expenses and liabilities of the Spot Ether ETF. In seeking its objective, a Spot Ether ETF will generally only hold ether and a small amount of cash to manage expenses. As a result, a Spot Ether ETF is subject to the risks of ether (as described elsewhere in this Prospectus) and risks due to its concentration of investments in a single asset. A custodian will hold all the Spot Ether ETF’s ether on behalf of the ETF. A Spot Ether ETF does not purchase or sell ether other than in connection with the creation and redemption of shares or to pay certain expenses, which are facilitated by a prime broker with whom the Spot Ether ETF contracts.
Each Spot Ether ETF utilizes an underlying ether index and retains service providers. While some Spot Ether ETFs may have the same index and service providers, events that adversely affect a particular index (e.g., failure to track the spot ether prices) or service provider (e.g., theft of ether held in custody) may adversely affect the Spot Ether ETF that tracks that index or uses that service provider while other Spot Ether ETFs that do not track the same index or use the same service provider may not be affected by such events.
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Spot Ether ETFs charge different fees and may perform differently from one another. The inability of authorized participants and market makers to hedge their ether exposure and other factors may also adversely affect the liquidity of shares of the Spot Ether ETF and the value of an investment in such shares. In each case, any event that affects the value of the Spot Ether ETF used as a reference asset on a swap entered into by the Fund will affect the value of that swap agreement and the performance of the Fund. Spot Ether ETFs are relatively new entities with limited operating histories. Unlike the Funds, Spot Ether ETFs are not registered as investment companies under the 1940 Act.
The following are examples of Spot Ether ETFs that may serve as reference assets on swaps entered into by the Funds. Shares of Spot Ether ETFs are listed and trade on an exchange. The Spot Ether ETFs are subject to the information requirements of the Securities Exchange Act of 1934; information provided to or filed with the U.S. Securities and Exchange Commission (“SEC”) by a Spot Ether ETF can be located by reference to the Spot Ether ETF’s SEC file number through the SEC’s website at www.sec.gov. In addition, each Spot Ether ETF discloses its portfolio holdings each day on the Spot Ether ETF’s website. Neither Fund undertakes to use any specific Spot Ether ETF as the reference asset on swaps that the Fund may use to achieve its investment objective. The Spot Ether ETFs that serve as reference assets may change from time to time. During some periods of time (including extended periods of time), each Fund expects to have exposure to ether through a swap that uses a single Spot Ether ETF as the reference asset.
Please see “Principal Investment Strategies” in each Fund’s Summary Prospectus for more detail about the financial instruments in which the Fund invests.
Understanding the Risks and Long-Term Performance of a Daily Objective Fund
The Funds are designed to provide the inverse (i.e., -1x), leveraged (i.e., 2x), or inverse leveraged (i.e., -2x) results on a daily basis. The Funds, however, are unlikely to provide a simple multiple (i.e., -1x, 2x or -2x) of an index’s performance over periods longer than a single day.
●Why? The hypothetical example below illustrates how daily Geared Fund returns can behave for periods longer than a single day.
○Take a hypothetical fund XYZ that seeks to double the daily performance of index XYZ. On each day, fund XYZ performs in line with its objective (2x the index’s daily performance before fees and expenses). Notice that over the entire five-day period, the fund’s total return is considerably less than two times that of the period return of the index. For the five-day period, index XYZ gained 5.1% while fund XYZ gained 9.8% (versus 2 x 5.1% or 10.2%). In other scenarios, the return of a daily rebalanced fund could be greater than three times the index’s return.
|
|
Index XYZ
|
Fund XYZ
|
||
|
|
Level
|
Daily
Performance
|
Daily
Performance
|
Net Asset
Value
|
|
Start
|
100.0
|
—
|
—
|
$100.00
|
|
Day 1
|
103.0
|
3.0%
|
6.0%
|
$106.00
|
|
Day 2
|
99.9
|
-3.0%
|
-6.0%
|
$99.64
|
|
Day 3
|
103.9
|
4.0%
|
8.0%
|
$107.61
|
|
Day 4
|
101.3
|
-2.5%
|
-5.0%
|
$102.23
|
|
Day 5
|
105.1
|
3.7%
|
7.4%
|
$109.80
|
|
Total
Return
|
5.1%
|
9.8%
|
||
●Why does this happen? This effect is caused by compounding, which exists in all investments. The return of a Geared Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ in amount, and possibly even direction, from the Geared Fund’s stated multiple times the return of the Geared Fund’s Index for the same period. In general, during periods of higher index volatility, compounding will cause longer term results to be less than the multiple (or inverse multiple) of the return of the index. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower index volatility, fund returns over longer periods can be higher than the multiple of the return of the index. Actual results for a particular period, before fees and expenses, are also dependent on the following factors: a) the index’s volatility; b) the index’s performance; c) period of time; d) financing rates associated with derivatives; e) other Fund expenses; and f) dividends or interest paid with respect to the securities in the index. The examples herein illustrate the impact of two principal factors — index volatility and index performance — on Fund performance. Similar effects exist for the Short ProShares Funds, and the significance of this effect is even greater for such inverse funds. Please see the SAI for additional details.
○The graphs that follow illustrate this point. Each of the graphs shows a simulated hypothetical one year performance of an index compared with the performance of a fund that perfectly achieves its investment objective. The graphs demonstrate that, for periods longer than a single day, a Geared Fund is likely to underperform or overperform (but not match) the index performance (or the inverse of the index performance) times the stated
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multiple in the fund’s investment objective. Investors should understand the consequences of holding daily rebalanced funds for periods longer than a single day, including the impact of compounding on fund performance. Investors should consider actively monitoring and/or periodically rebalancing their portfolios (which will possibly trigger transaction costs and tax consequences) in light of their investment goals and risk tolerance. A one-year period is used for illustrative purposes only. Deviations from the index return times the fund multiple can occur over periods as short as a single day (as measured from one day’s NAV to the next day’s NAV) and may also occur in periods shorter than a single day (when measured intraday as opposed to NAV to NAV). An investor in a Geared Fund could potentially lose the full value of their investment within a single day.
For Short (-1x) Funds
To isolate the impact of inverse exposure, these graphs assume: a) no Fund expenses and b) borrowing/lending rates of zero percent. If these were reflected, the Fund’s performance would be lower than the performance returns shown. Each of the graphs also assumes a volatility rate of [81]%, which is the five-year historical volatility rate of the Bloomberg Ethereum Index. An index’s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of an index.
One-Year Simulation; Index Return 0%
(Annualized Index Volatility [81]%)
(Annualized Index Volatility [81]%)
The graph above shows a scenario where the index, which exhibits day-to-day volatility, is flat or trendless over the year (i.e., begins and ends the year at 0%), but the Short (-1x) Fund is down.
One-Year Simulation; Index Return [65]%
(Annualized Index Volatility [81]%)
(Annualized Index Volatility [81]%)
The graph above shows a scenario where the index, which exhibits day-to-day volatility, is up over the year, and the Short (-1x) Fund is down more than the inverse of the index.
One-Year Simulation; Index Return –[65]%
(Annualized Index Volatility [81]%)
(Annualized Index Volatility [81]%)
The graph above shows a scenario where the index, which exhibits day-to-day volatility, is down over the year, and the Short (-1x) Fund is up less than the inverse of the index.
For Ultra (2x) and UltraShort (-2x) Funds
To isolate the impact of leverage or inverse leveraged exposure, these graphs assume: a) no Fund expenses and b) borrowing/lending rates (to obtain required leverage or inverse leveraged exposure) of zero percent. If these were reflected, the Fund’s performance would be different than that
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shown. Each of the graphs also assumes a volatility rate of [81]%, which is the five-year historical volatility rate of the Bloomberg Ethereum Index. An index’s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of an index.
One-Year Simulation; Index Return 0%
(Annualized Index Volatility [81]%)
(Annualized Index Volatility [81]%)
The graph above shows a scenario where the index, which exhibits day-to-day volatility, is flat or trendless over the year (i.e., begins and ends the year at 0%), but the Ultra (+2x) Fund and the UltraShort (-2x) Fund are both down.
One-Year Simulation; Index Return [65]%
(Annualized Index Volatility [81]%)
(Annualized Index Volatility [81]%)
The graph above shows a scenario where the index, which exhibits day-to-day volatility, is up over the year, but the Ultra (+2x) Fund is up less than two times the index and the UltraShort (-2x) Fund is down less than two times the inverse of the index.
One-Year Simulation; Index Return -[65]%
(Annualized Index Volatility [81]%)
(Annualized Index Volatility [81]%)
The graph above shows a scenario where the index, which exhibits day-to-day volatility, is down over the year, but the Ultra (+2x) Fund is down less than two times the index, and the UltraShort (-2x) Fund is up less than two times the inverse of the index.
The Bloomberg Bitcoin Index’s annualized historical volatility rate for the five-year period ended May 31, 2025 was [ ]%.
The Bloomberg Ethereum Index’s annualized historical volatility rate for the five-year period ended May 31, 2025 was [ ]%.
For additional details about fund performance over periods longer than a single day in the Fund, please see the SAI.
●What it means for you. Daily objective Geared Funds, if used properly and in conjunction with the investor’s view on the future direction and volatility of the markets, can be a useful tool for knowledgeable investors who want to manage their exposure to various markets and market segments. Investors should understand the consequences of seeking daily investment results, before fees and expenses, that correspond to the daily performance of a benchmark (such as the inverse (-1x), multiple (i.e., 2x) or inverse multiple (i.e., -2x) of the daily performance of an index), for a single day, not for any other period.
●Additionally, investors should recognize that the degree of volatility of a Fund’s index can have a dramatic effect on a Fund’s longer-term performance. The more volatile an index is, the more a Fund’s longer-term performance will negatively deviate from the inverse (-1x) or a simple multiple (e.g., 2x, -2x) of its index’s longer-term return. The return of a Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ in amount, and possibly even
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direction, from a Fund’s stated multiple times the return of the Fund’s index for the same period. For periods longer than a single day, a Fund will lose money if its index’s performance is flat over time, and it is possible that the Fund will lose money over time regardless of the performance of its index. An investor in the Fund could potentially lose the full value of their investment within a single day.
Additional Information Regarding Principal Risks
Like all investments, investing in a Fund entails risks. The factors most likely to have a significant impact on a Fund’s portfolio are called “principal risks.” The principal risks for each Fund are described in each Fund’s Summary Prospectus and additional information regarding certain of these risks, as well as information related to other potential risks to which a Fund may be subjected, is provided below and under the section titled “Other Risks.” The principal risks are intended to provide information about the factors likely to have a significant adverse impact on a Fund’s returns and consequently the value of an investment in a Fund. The risks are presented in an order intended to facilitate readability and their order does not imply that the realization of one risk is more likely to occur than another risk or likely to have a greater adverse impact than another risk. The Statement of Additional Information (“SAI”) contains additional information about each Fund, investment strategies and related risks. Each Fund may be subject to other risks in addition to those identified as principal risks.
While the realization of certain of these risks may benefit the Short Funds (including the Short (-1x) and UltraShort (-2x) Funds) because these Funds seek daily investment results, before fees and expenses, that correspond to the inverse or a multiple of the inverse of their respective Index, such occurrences may introduce more volatility to these Funds and have a negative impact on Fund performance.
●Crypto and Crypto Futures Risk – Investments linked to crypto present unique and substantial risks. Such investments can be highly volatile compared to investments in traditional assets and a Fund may experience sudden and large losses. The markets for crypto and crypto futures may become illiquid. These markets may fluctuate widely based on a variety of factors including changes in overall market movements, political and economic events, wars, acts of terrorism, natural disasters (including disease, epidemics and pandemics), legislative and regulatory events, and changes in interest rates or inflation rates. An investor should be prepared to lose the full principal value of their investment suddenly and without warning. Trading and investing in assets linked to crypto are generally not based on fundamental investment analysis.
A number of factors impact the price and market for crypto and crypto futures.
○Supply and demand for crypto – It is believed that speculators and investors who seek to profit from trading and holding crypto currently account for a significant por
tion of crypto demand. Such speculation regarding the potential future appreciation in the price of crypto may artificially inflate or deflate the price of crypto. Market fraud and/or manipulation and other fraudulent trading practices such as the intentional dissemination of false or misleading information (e.g., false rumors) can, among other things, lead to a disruption of the orderly functioning of markets, significant market volatility, and cause the value of crypto futures to fluctuate quickly and without warning.
○Supply and demand for crypto futures contracts – The price of crypto futures contracts is based on a number of factors, including the supply of and the demand for crypto futures contracts. Market conditions and expectations, position limits, collateral requirements, and other factors each can impact the supply of and demand for crypto futures contracts. Typically, demand paired with supply constraints and other factors have caused crypto futures to trade at a premium to a “spot” price of crypto. Additional demand, including demand resulting from the purchase, or anticipated purchase, of futures contracts by a Fund or other entities may increase that premium, perhaps significantly. It is not possible to predict whether or how long such conditions will continue. To the extent the Short Funds (including the Short (-1x) and UltraShort (-2x) Funds) sell futures contracts at a premium and the premium increases, the value of an investment in the Fund also should be expected to decline. Likewise, to the extent the Ultra Bitcoin ETF purchases futures contracts at a premium and the premium declines, the value of an investment in the Fund also should be expected to decline.
○Adoption and use of crypto – The continued adoption of crypto will require growth in its usage as a means of payment, medium of exchange, or a store of value. Even if growth in crypto adoption continues in the near or medium-term, there is no assurance that crypto usage will continue to grow over the long-term.
○The regulatory environment relating to crypto and crypto futures – The regulation of crypto, digital assets, digital asset trading venues, and related products and services continues to evolve. The inconsistent and sometimes conflicting regulatory landscape may make it more difficult for crypto-related businesses to provide services, which may impede the growth of the crypto economy and have an adverse effect on adoption of crypto. In addition, certain crypto businesses may be operating out of compliance with regulations. Future regulatory changes or enforcement actions by regulatory authorities may alter, perhaps to a material extent, the ability to buy and sell crypto and crypto futures. Similarly, future regulatory changes or enforcement actions could impact the ability of a Fund to achieve its investment objective or alter the nature of an investment in the Fund or the ability of the Fund to continue to operate, as
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planned. For example, if ether were determined or were expected to be determined to be offered or sold as a security under the federal securities laws or state securities laws, it is possible certain ether trading venues would no longer facilitate trading in ether. As a result, trading in ether futures may be completely halted or otherwise disrupted, or become significantly more volatile, ether futures may become illiquid and/or lose significant value, and a Fund may have difficulty unwinding or closing out its ether futures contracts. In that event, the value of an investment in a Fund could decline significantly and without warning, including to zero. There is no guarantee that security futures on ether would begin trading on any particular timeframe or at all or that a Fund would be able to invest in such instruments. The determination that ether is a security and the related impacts on ether futures contracts may result in extraordinary expenses for a Fund.
○Margin requirements and position limits applicable to crypto futures contracts – Margin levels for crypto futures contracts are, and may continue to be, substantially higher than the margin requirements for more established futures contracts. Additionally, the FCMs utilized by a Fund may impose margin requirements in addition to those imposed by the exchanges. Margin requirements are subject to change and may be raised in the future by the exchanges and the FCMs. High margin requirements could prevent a Fund from obtaining sufficient exposure to crypto futures and may adversely affect its ability to achieve its investment objective. Further, FCMs utilized by a Fund may impose limits on the amount of exposure to futures contracts the Fund can obtain through such FCMs. If a Fund cannot obtain sufficient exposure through its FCMs, the Fund may not be able to achieve its investment objective.
○Largely unregulated marketplace – Crypto and digital asset trading venues are relatively new and, in most cases, largely unregulated. As a result of this lack of regulation and lack of compliance with applicable regulation, individuals, or groups may engage in insider trading, fraud or market manipulation with respect to crypto. Such manipulation could cause investors in crypto to lose money, possibly the entire value of their investments. Over the past several years, a number of digital asset trading venues have been closed due to fraud, failure or security breaches. The nature of the assets held at digital asset trading venues make them appealing targets for hackers and a number of digital asset trading venues have been victims of cybercrimes and other fraudulent activity. These activities have caused significant, in some cases total, losses for crypto investors. Investors in crypto may have little or no recourse should such theft, fraud or manipulation occur. There is no central registry showing which individuals or entities own crypto or the quantity of crypto that is owned by any particular person or entity. There are no regulations in place
that would prevent a large holder of crypto or a group of holders from selling their crypto (which could depress the price of crypto or otherwise attempting to manipulate the price of crypto or its network. Events that reduce user confidence in crypto or its network and the fairness of digital asset trading venues could have a negative impact on a Fund.
○Cybersecurity – As a digital asset crypto is subject to the risk that malicious actors will exploit flaws in its code or structure, or that of digital asset trading venues, that will allow them to, among other things, steal crypto held by others, control the blockchain, steal personally identifying information, or issue significant amounts of crypto in contravention of the relevant protocol. The occurrence of any of these events is likely to have a significant adverse impact on the price and liquidity of crypto and crypto futures contracts. Additionally, the Bitcoin Network’s functionality relies on the Internet. A significant disruption of Internet connectivity affecting large numbers of users or geographic areas could impede the functionality of the Bitcoin Network. Any technical disruptions or regulatory limitations that affect Internet access may have an adverse effect on the Bitcoin Network, the price and liquidity of crypto, and the value of an investment in a Fund. The Ethereum blockchain’s protocol, including the code of smart contracts running on the Ethereum blockchain, may contain flaws that can be, and have been, exploited by attackers (e.g., the exploit of The DAO’s smart contract in June 2016 that result in a permanent hard fork).
○Declining mining compensation – Transactions in bitcoin are processed by miners which are primarily compensated in bitcoin based on a declining payment schedule and, in some instances, by voluntary fees paid by participants. If this compensation is not sufficient to incentivize miners to process transactions, the confirmation process for transactions may slow and the Bitcoin Network may become more vulnerable to malicious actors. Additionally, changes in the prices of hardware or electricity required to process transactions may reduce miner incentives. These and similar events may have a significant adverse effect on the price and liquidity of bitcoin and the value of an investment in a Fund.
○Declining staking compensation – Transactions in ether are processed by validators who are primarily compensated in ether based on the amount of ether staked, as determined by the Ethereum Protocol. If this compensation is not sufficient to incentivize validators to stake, the confirmation process for transactions may slow and the Ethereum Network may become more vulnerable to malicious actors. These and similar events may have a significant adverse effect on the price and liquidity of ether and the value of an investment in the Fund.
○Forks – The open-source nature of the Ethereum Protocol and the Bitcoin Protocol permits any developer to review
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the underlying code and suggest changes. If some users, validators or miners adopt a change while others do not and that change is not compatible with the existing software, a fork occurs. Several forks have already occurred in the Bitcoin Network and the Ethereum Network resulting in the creation of new, separate digital assets. The determination of which fork will be considered bitcoin for purposes of the BRR and which fork will be considered ether for purposes of the CME CF Ether Reference Rate is determined by CF Benchmarks’ Hard Fork Policy. Forks and similar events could adversely affect the price and liquidity of ether and bitcoin and the value of an investment in the Fund. A fork may be intentional such as the Ethereum ’Merge.’ The ’Merge’ represents the Ethereum Network’s shift from proof-of-work to proof-of-stake. This means that instead of being required to solve complex mathematical problems validators are required to stake ether. Prior to September 2022, Ethereum operated using a proof-of-work consensus mechanism. Following the Merge, approximately 1,700 Ether are issued per day, though the issuance rate varies based on the number of validators on the network. In addition, the issuance of new Ether could be partially or completely offset by the burn mechanism introduced by the EIP-1559 modification, under which Ether are removed from supply at a rate that varies with network usage.
○Costs of rolling futures contracts – Futures contracts with a longer term to expiration may be priced higher than futures contracts with a shorter term to expiration, a relationship called “contango.” Conversely, futures contracts with a longer term to expiration may be priced lower than futures contracts with a shorter term to expiration, a relationship called “backwardation.” When rolling futures contracts that are in contango, the Fund may sell the expiring crypto futures at a lower price and buy a longer-dated crypto futures at a higher price. When rolling futures contracts that are in backwardation, the Fund may sell the expiring crypto futures at a higher price and buy the longer-dated crypto futures at a lower price. The price difference between the expiring contract and longer dated contract associated with rolling crypto futures is typically substantially higher than the price difference associated with rolling other futures contracts. Crypto futures have historically experienced extended periods of contango. Contango in the crypto futures market may have a significant adverse impact on the performance of the Fund and may cause crypto futures to underperform spot crypto. Both contango and backwardation may limit or prevent the Fund from achieving its investment objective. Additionally, because of the frequency with which the Fund may roll futures contracts, the impact of contango or backwardation on Fund performance may be greater than it would have been if the Fund rolled futures contracts less frequently.
○Liquidity risk – The market for crypto futures contracts is still developing and may be subject to periods of illi
quidity. In addition, even when crypto futures contracts are not generally illiquid, the size of a Fund’s position in crypto futures may be illiquid. During such times it may be difficult or impossible to enter into or exit a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which a Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and may increase the losses incurred while trying to do so. It is also possible that, if a Fund’s assets become significant relative to the overall market, the large size of its positions potentially could impact futures contracts prices and contribute to illiquidity. Limits imposed by counterparties, exchanges or other regulatory or self-regulatory organizations, such as accountability levels, position limits and daily price fluctuation limits, may contribute to a lack of liquidity and have a negative impact on Fund performance. During periods of market illiquidity, including periods of market disruption and volatility, it may be difficult or impossible for a Fund to enter into or exit futures at desired prices or at all.
○Crypto tax risk – Current U.S. Internal Revenue Service (“IRS”) guidance indicates that convertible virtual currency, defined as a digital representation of value that functions as a medium of exchange, a unit of account, and/or a store of value that has an equivalent value in real currency, or that acts as a substitute for real currency, should be treated and taxed as property, and that transactions involving the payment of convertible virtual currency for goods and services should be treated as barter transactions. While this treatment allows for the possibility of capital gains treatment, it creates a potential tax reporting requirement in any circumstance where the ownership of convertible virtual currency passes from one person to another, usually by means of convertible virtual currency transactions (including off-blockchain transactions), which could discourage the use of crypto as a medium of exchange, especially for a holder of crypto that has appreciated in value.
○Environmental risk – Bitcoin mining currently requires computing hardware that consumes large amounts of electricity. By way of electrical power generation, many bitcoin miners rely on fossil fuels to power their operations. Public perception of the impact of bitcoin mining on climate change may impact the demand for bitcoin and increase the likelihood of regulation that limits bitcoin mining or restricts energy usage by bitcoin miners.
●Derivatives Risk — A Fund may obtain exposure through derivatives (including investing in: swap agreements; futures contracts; options on futures contracts, securities, and indexes; forward contracts; and similar instruments).
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Investing in derivatives may be considered aggressive and may expose a Fund to risks different from, or possibly greater than, the risks associated with investing directly in the reference asset(s) underlying the derivative (e.g., the securities contained in a Fund’s index). The use of derivatives may result in larger losses or smaller gains than directly investing in securities. The risks of using derivatives include: 1) the risk that there may be imperfect correlation between the price of the financial instruments and movements in the prices of the reference asset(s); 2) the risk that an instrument is mispriced; 3) credit or counterparty risk on the amount a Fund expects to receive from a counterparty; 4) the risk that securities prices, interest rates and currency markets will move adversely and a Fund will incur significant losses; 5) the risk that the cost of holding a financial instrument might exceed its total return; and 6) the possible absence of a liquid secondary market for a particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to adjust a Fund’s position in a particular instrument when desired. Each of these factors may prevent a Fund from achieving its investment objective and may increase the volatility (i.e., fluctuations) of the Fund’s returns. Because derivatives often require limited initial investment, the use of derivatives also may expose a Fund to losses in excess of those amounts initially invested.
The use of swaps is a highly specialized activity which involves investment techniques and risks in addition to, and in some cases different from, those associated with ordinary portfolio securities transactions. The primary risks associated with the use of swaps are mispricing or improper valuation, imperfect correlation between movements in the notional amount and the price of the underlying investments, and the failure of a counterparty to perform. If a counterparty’s creditworthiness for an over-the-counter swap declines, the value of the swap would likely decline. Moreover, there is no guarantee that a Fund could eliminate its exposure under an outstanding swap by entering into an offsetting swap with the same or another party.
The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount,” e.g., the return on, or the increase/decrease in, value of a particular dollar amount invested in a “basket” of securities or an ETF representing a particular index or group of securities. The return to a Fund on such a swap should be the gain or loss on the notional amount plus dividends or interest on the assets less the interest paid by the Fund on the notional amount. Such swaps are uncleared, non-exchange-traded, and cash settled.
In addition, a Fund may use a combination of swaps on an underlying index and swaps on an ETF that is designed to track the performance of that index or a similar index. The performance of an ETF may not track the performance of
its underlying index due to embedded costs and other factors. Thus, to the extent a Fund invests in swaps that use an ETF as the reference asset, the Fund will be subject to the risks of the ETF including the risk that the ETF may not meet its investment objective. In addition, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with its index as it would if the Fund only used swaps on the underlying index.
A Fund may also gain swap exposure to bitcoin or ether by entering into swap agreements that use a single U.S. traded ETF that holds spot bitcoin or ether (each a “Spot Crypto ETF”) as a reference ETF to gain exposure or to provide exposure to a single Spot Crypto ETF or multiple Spot Crypto ETFs. The Fund may have exposure to a single Spot Crypto ETF for extended periods of time. A Spot Crypto ETF used as a reference asset for one or more of the Fund’s swap transactions may change at any time based on a variety of factors, including counterparty terms; market conditions; and the fees, performance, and liquidity of those Spot Crypto ETFs.
●Borrowing Risk – A Fund may borrow for investment or other purposes using reverse repurchase agreements. In particular, a Fund will enter into reverse repurchase agreements at or near its tax quarter-end. Reverse repurchase agreements are financing arrangements that involve sales by a Fund of portfolio financial instruments concurrently with an agreement by a Fund to repurchase the same financial instruments at a later date at a fixed price. Reverse repurchase agreements do not mitigate a Fund’s risk that the market value of the financial instruments a Fund is obligated to repurchase under the agreement may decline below the repurchase price. A Fund may enter into both exchange-traded and over-the-counter reverse repurchase agreements. The cost of borrowing may reduce a Fund’s return. Borrowing may cause a Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of a Fund. There can be no assurance that the Fund will be able to enter into reverse repurchase agreement or obtain favorable terms for those agreements.
●Subsidiary Investment Risk — Changes in the laws of the United States and/or the Cayman Islands, under which a Fund and its subsidiary are organized, respectively, could result in the inability of a Fund to operate as intended and could negatively affect the Fund and its shareholders. Each Fund complies with the provisions of the 1940 Act governing investment policies, capital structure, and leverage on an aggregate basis with its subsidiary. In addition, the Subsidiary complies with the provision of the 1940 Act relating to investment advisory contracts, affiliated transactions, and custody.
●Crypto-Related Company Risk — If a Fund is unable to obtain its desired exposure to crypto futures contracts because it is
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approaching or has exceeded position limits or because of liquidity or other constraints, the Fund may obtain exposure by investing in or shorting securities of “crypto-related companies.” There can be no assurance that the returns of crypto-related companies will correspond, or be closely-related, to the performance of crypto or crypto futures. Crypto-related companies face rapid changes in technology, intense competition including the development and acceptance of competing platforms or technologies, loss or impairment of intellectual property rights, cyclical economic patterns, shifting consumer preferences, evolving industry standards, adverse effects of changes to a network’s or software’s protocols, a rapidly changing regulatory environment, and dependency on certain key personnel (including highly skilled financial services professionals and software engineers). Crypto-related companies may be susceptible to operational and information security risks including those associated with hardware or software failures, interruptions, or delays in service by third party vendors, and security breaches. Certain crypto-related companies may be subject to the risks associated with investing directly in digital assets, including among other things, bitcoin, ether and crypto tokens.
●Exchange-Traded Fund (ETF) Risk – When a Fund holds shares of another ETF or enters into a swap transaction for which an ETF is the reference asset, the Fund is exposed to the risks of that ETF. These include the risk that the investment management strategy of the underlying fund may not produce its intended results (management risk) and the risk that the underlying fund could lose money over short periods due to short-term market movements and over longer periods during market downturns (market risk). In addition, ETFs may trade at a price below their net asset value. Spot Crypto ETFs are not regulated under the Investment Company Act of 1940. Therefore, a Fund’s investments in these vehicles will not benefit from the protections and restrictions of that law.
●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of leveraged correlation with the Index. Fees, expenses, transaction costs, financing costs associated with the use of derivatives, among other factors, will adversely impact the Fund’s ability to meet its Daily Target. In addition, the Fund may not have leveraged exposure to all of the instruments in the Index, its weighting of those instruments may be different from that of the Index, and it may invest in instruments not included in the Index. Moreover, if for any reason the Fund is unable to rebalance all or a portion of its investments, the Fund may have exposure to the Index that is significantly greater or less than the Daily Target. Any of these factors may prevent the Fund from achieving exposure consistent with the Daily Target.
●Index Performance Risk — The Index used by a Fund may underperform other asset classes and may underperform other similar indices. The Index is maintained by a third party
provider unaffiliated with a Fund or ProShare Advisors. There can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. Changes to the index methodology or changes to the digital asset trading platforms included in the index may impact the value of the Index may cause a Fund to experience increased volatility and adversely impact the Fund’s ability to meet its Daily Target.
●Money Market Instruments Risk — Money market instruments may be adversely affected by market and economic events. Adverse economic, political or other developments affecting issuers of money market instruments or defaults by transaction counterparties may also have a negative impact on the performance of such instruments. Each of these could have a negative impact on the performance of a Fund. Money market instruments may include money market funds. To the extent a Fund invests in a money market fund, the Fund will indirectly bear a proportionate share of the money market fund’s fees and expenses.
●Counterparty Risk — A Fund will be subject to credit risk (i.e., the risk that a counterparty is unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount the Fund expects to receive from counterparties to financial instruments (including derivatives and repurchase agreements) entered into by the Fund. A Fund generally structures the agreements such that either party can terminate the contract at any time, including intraday, without penalty prior to the termination date. If a counterparty terminates a contract, a Fund may not be able to invest in other derivatives to achieve the desired exposure, or achieving such exposure may be more expensive. A Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations under such an agreement. A Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding and a Fund may obtain only limited recovery or may obtain no recovery in such circumstances. In order to attempt to mitigate potential counterparty credit risk, a Fund typically enters into transactions with major financial institutions. A Fund also seeks to mitigate risks by generally requiring that the counterparties agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. To the extent any such collateral is insufficient or there are delays in accessing the collateral, a Fund will be exposed to the risks described above, including possible delays in recovering amounts as a result of bankruptcy proceedings.
The counterparty to a cleared swap agreement and/or exchange-traded futures contract is subject to the credit risk of the clearing house and the futures commission merchant (“FCM”) through which it holds its position. Specifically, the FCM or the clearing house could fail to perform
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its obligations, causing significant losses to a Fund. For example, a Fund could lose margin payments it has deposited with an FCM as well as any gains owed but not paid to the Fund, if the FCM or clearing house becomes insolvent or otherwise fails to perform its obligations. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing houses and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. Under current Commodity Futures Trading Commission (“CFTC”) regulations, a FCM maintains customers’ assets in a bulk segregated account. If a FCM fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that FCM’s bankruptcy. In that event, in the case of futures and options on futures, the FCM’s customers are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that FCM’s customers. In addition, if the FCM does not comply with the applicable regulations, or in the event of a fraud or misappropriation of customer assets by the FCM, a Fund could have only an unsecured creditor claim in an insolvency of the FCM with respect to the margin held by the FCM. FCMs are also required to transfer to the clearing house the amount of margin required by the clearing house, which amount is generally held in an omnibus account at the clearing house for all customers of the FCM. In certain cases with respect to cleared swaps, the FCM may also transfer any excess initial margin posted by a Fund to the clearing house. Regulations promulgated by the CFTC require that the FCM notify the clearing house of the excess initial margin provided by the FCM to the clearing house that is attributable to each customer. However, if the FCM does not accurately report a Fund’s initial margin, the Fund is subject to the risk that a clearing house will use the assets attributable to it in the clearing house’s omnibus account to satisfy payment obligations a defaulting customer of the FCM has to the clearing house.
In addition, a Fund may enter into agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. A Fund does not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with a Fund and, as a result, a Fund may not be able to achieve its investment objective. Contractual provisions and applicable law may prevent or delay a Fund from exercising its rights to terminate an investment or transaction with a financial institution experiencing financial difficulties, or to realize returns on collateral, and another institution may be substituted for that financial institution without the consent of the Fund. If the credit rating of a derivatives counterparty declines, a Fund may nonetheless choose or
be required to keep existing transactions in place with the counterparty, in which event the Fund would be subject to any increased credit risk associated with those transactions. Also, in the event of a counterparty’s (or its affiliate’s) insolvency, the possibility exists that a Fund’s ability to exercise remedies, such as the termination of transactions, netting of obligations and realization of returns on collateral, could be stayed or eliminated under special resolution regimes adopted in the United States, the European Union, United Kingdom and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, the regulatory authorities could reduce, eliminate, or convert to equity the liabilities to a Fund of a counterparty who is subject to such proceedings in the European Union or United Kingdom (sometimes referred to as a “bail in”).
●Market Price Variance Risk — Individual shares of a Fund can be bought and sold in the secondary market at market prices rather than at NAV. There is no guarantee that an active secondary market will develop for shares of a Fund, which may also cause NAV and market price to vary significantly. The market price of a Fund’s shares will fluctuate in response to changes in the value of the Fund’s holdings, supply and demand for shares and other market factors. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of a Fund’s holdings. Differences between secondary market prices and the value of a Fund’s holdings may be due largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for securities or financial instruments held by a Fund at a particular time. In addition, there may be times when the market price and the NAV of a Fund’s shares vary significantly, such as during periods of market volatility. Investors purchasing and selling shares in the secondary market may trade shares at a premium or a discount to the Fund’s NAV and may receive less than the value of a Fund’s holdings when they sell those shares.
A Fund may have a limited number of financial institutions that may act as Authorized Participants or market markers. Only Authorized Participants who have entered into agreements with a Fund’s distributor may engage in creation or redemption transactions directly with the Fund. If some or all of these Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is willing or able to create and redeem Fund shares, shares may trade at a discount to NAV (and may even face trading halts or delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the shares. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade at prices correlated to the price of a Fund’s portfolio holdings, disruptions to creations and redemptions, including
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disruptions at market makers, Authorized Participants or market participants, or during periods of significant market volatility, among other factors, may result in market prices that differ significantly from NAV. Investors purchasing and selling shares in the secondary market may not experience investment results consistent with those experienced by Authorized Participants creating and redeeming directly with a Fund. The market price of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market makers or other participants that trade the particular security. In times of severe market disruption or during after-hours trading, the bid-ask spread often increases significantly. This means that shares may trade at a discount to the value of a Fund’s holdings, and the discount is likely to be greatest when the price of shares is falling fastest, which may be the time that a shareholder most wants to sell their shares. A Fund’s investment results are measured based upon the daily NAV of the Fund.
●Short Sale Exposure Risk — A Fund may seek inverse or “short” exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of securities or financial instruments or credits underlying the short position, which may lower a Fund’s return, result in a loss, have the effect of limiting the Fund’s ability to obtain inverse exposure through financial instruments, or requiring the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the securities or financial instruments or credits underlying the short position may be thinly-traded or have a limited market, including due to regulatory action, a Fund may be unable to meet its investment objective (e.g., due to a lack of available securities or financial instruments or counterparties). During such periods, the Fund’s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying a Fund’s short positions will negatively impact the Fund.
●Early Close/Late Close/Trading Halt Risk — An exchange or market may close early, close late or issue trading halts on crypto futures contracts. As a result, the ability to trade crypto futures contracts may be restricted, which may disrupt a Fund’s creation and redemption process, potentially affect the price at which a Fund’s shares trade in the secondary market, result in a Fund being unable to trade crypto futures contracts at all, and/or cause significant deviations in the performance of crypto futures contracts from spot crypto. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. If
trading in the Fund’s shares are halted, investors may be temporarily unable to trade shares of the Fund.
Other Risks
In addition to the risks noted above, many other factors may also affect the value of an investment in a Fund, such as market conditions, interest rates and other economic, political or financial developments. The impact of these developments on a Fund will depend upon the types of investments in which the Fund invests, the Fund’s level of investment in particular issuers and other factors, including the financial condition, industry, economic sector and location of such issuers. The SAI contains additional information about each Fund, its investment strategies and related risks. Each Fund may be subject to other risks in addition to those identified as principal risks.
●Natural Disaster/Epidemic Risk — Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of each Fund and its investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, each Fund may have difficulty achieving its investment objectives which may adversely impact Fund performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, each Fund’s investment advisor, third party service providers, and counterparties), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of each Fund’s investments. These factors can cause substantial market volatility, exchange trading suspensions and closures, changes in the availability of and the margin requirements for certain instruments, and can impact the ability of each Fund to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis would also affect the global economy in ways that cannot necessarily be foreseen. How long such events will last and whether
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they will continue or recur cannot be predicted. Impacts from these events could have a significant impact on each Fund’s performance, resulting in losses to your investment.
●Risk of Global Economic Shock — Widespread disease, including public health disruptions, pandemics and epidemics (for example, COVID-19 including its variants), have been and may continue to be highly disruptive to economies and markets. Health crises could exacerbate political, social, and economic risks, and result in breakdowns, delays, shutdowns, social isolation, civil unrest, periods of high unemployment, shortages in and disruptions to the medical care and consumer goods and services industries, and other disruptions to important global, local and regional supply chains, with potential corresponding results on the performance of a Fund and its investments.
Additionally, wars, military conflicts, sanctions, acts of terrorism, sustained elevated inflation, supply chain issues, the institution of tariffs or other trade barriers, or other events could have a significant negative impact on global financial markets and economies. Russia’s military incursions in Ukraine have led to, and may lead to additional sanctions being levied by the United States, European Union and other countries against Russia. The ongoing hostilities between the two countries could result in additional widespread conflict and could have a severe adverse effect on the region and certain markets. Sanctions on Russian exports could have a significant adverse impact on the Russian economy and related markets and could affect the value of a Fund’s investments, even beyond any direct exposure a Fund may have to the region or to adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas. Furthermore, the possibility of a prolonged conflict between Hamas and Israel, and the potential expansion of the conflict in the surrounding areas and the involvement of other nations in such conflict, such as the Houthi movement’s attacks on marine vessels in the Red Sea, could further destabilize the Middle East region and introduce new uncertainties in global markets, including the oil and natural gas markets. How long such tensions and related events will last cannot be predicted. These tensions and any related events could have significant impact on a Fund performance and the value of an investment in a Fund.
●Cybersecurity Risk — With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, each Fund, Authorized Participants, service providers and the relevant listing exchange are susceptible to operational, information security and related “cyber” risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to
gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, for example, stealing or corrupting data maintained digitally and denial of service attacks on websites. Cybersecurity failures or breaches of a Fund’s third party service providers (including, but not limited to, index providers, the custodian, administrator and transfer agent) or the issuers of securities and/or financial instruments in which the Fund invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact a Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. A Fund and its shareholders could be negatively impacted as a result. While a Fund or its service providers may have established business continuity plans and systems designed to guard against such cyber attacks or adverse effects of such attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified, in large part because different unknown threats may emerge in the future. Similar types of cybersecurity risks also are present for issuers of securities in which a Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investments in such securities to lose value. In addition, cyber attacks involving a counterparty to a Fund could affect such a counterparty’s ability to meets it obligations to the Fund, which may result in losses to the Fund and its shareholders. ProShare Advisors and the Trust do not control the cybersecurity plans and systems put in place by third party service providers, and such third party service providers may have no or limited indemnification obligations to ProShare Advisors or a Fund.
●Operational Risk — A Fund, its service providers, Authorized Participants, and the relevant listing exchange are subject to operational risks arising from, among other things, human error, systems and technology errors and disruptions, failed or inadequate controls, and fraud. These errors may adversely affect a Fund’s operations, including its ability to execute its investment process, calculate or disseminate its NAV or intraday indicative optimized portfolio value in a timely manner, and process creations or redemptions. While a Fund seeks to minimize such events through controls and oversight, there may still be failures and a
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Fund may be unable to recover any damages associated with such failures. These failures may have a material adverse effect on a Fund’s returns.
●Portfolio Turnover Risk — A Fund may incur high portfolio turnover to manage the Fund’s investment exposure. Additionally, active market trading of a Fund’s shares may cause more frequent creation or redemption activities that could, in certain circumstances, increase the number of portfolio transactions. High levels of portfolio transactions increase brokerage and other transaction costs and may result in increased taxable capital gains. Each of these factors could have a negative impact on the performance of a Fund.
●Valuation Risk — In certain circumstances (e.g., if ProShare Advisors believes market quotations are not reliable, or a trading halt closes an exchange or market early), ProShare Advisors may, pursuant to procedures approved by the Board of Trustees of a Fund, choose to determine a fair value price as the basis for determining the value of such investment for such day. The fair value of an investment determined by ProShare Advisors may be different from other value determinations of the same investment. Portfolio investments that are valued using techniques other than market quotations, including “fair valued” investments, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that a Fund could sell a portfolio investment for the value established for it at any time, and it is possible that a Fund would incur a loss because a portfolio investment is sold at a discount to its established value. The fair value of a Fund’s crypto futures may be determined by reference, in whole or in part, to the cash market in crypto. These circumstances may be more likely to occur with respect to crypto futures than with respect to futures on more traditional assets. In addition, the crypto futures held by a Fund and crypto may be traded in markets on days and at times when a Fund is not open for business. As a result, the value of a Fund’s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares.
●Tax Risk — In order to qualify for the special tax treatment accorded a RIC and its shareholders, a Fund must derive at least 90% of its gross income for each taxable year from “qualifying income,” meet certain asset diversification tests at the end of each taxable quarter, and meet annual distribution requirements. A Fund’s pursuit of its investment strategies will potentially be limited by the Fund’s intention to qualify for such treatment and could adversely affect the Fund’s ability to so qualify. A Fund may make certain investments, the treatment of which for these purposes is unclear. In particular, direct investments by a Fund in crypto or in derivatives that provide direct exposure to crypto are not expected to produce qualifying income for purposes of the Fund’s qualification as a RIC. A Fund, however, may gain exposure to crypto and generate qualifying income by investing a portion of its assets in a
wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands. To comply with the asset diversification test applicable to a RIC, each Fund intends to limit its investments in such subsidiary to 25% of the Fund’s total assets at the end of each tax quarter. A Fund may, however, exceed this amount from time to time if ProShare Advisors believes doing so is in the best interests of the Fund, provided, however, that the Fund intends to continue to comply with the asset diversification test applicable to RICs. To that end, a Fund may need to take steps intended to cause the value of its investment in the subsidiary not to exceed 25% of the value of its total assets at the close of each quarter of the Fund’s taxable year, but there can be no assurances that the Fund will be able to do so or that the Fund’s steps will achieve the intended outcome. A Fund’s intention to qualify as a RIC is expected to limit its ability to pursue its investment strategy and a Fund’s pursuit of its investment strategy could bear adversely on the Fund’s ability to so qualify.
If a Fund’s investments in the subsidiary were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund may no longer be eligible to be treated as a RIC. ProShare Advisors will carefully monitor a Fund’s investments in the subsidiary with the intent of ensuring that no more than 25% of the Fund’s assets are invested in the subsidiary at the end of each tax quarter.
In addition, each Fund intends to invest in complex derivatives for which there is not clear guidance from the Internal Revenue Service (“IRS”) as to the calculation of such investments under the asset diversification test or the qualifying income requirement applicable to RICs. There are no assurances that the IRS will agree with a Fund’s calculation under the asset diversification test and/or its treatment of income for purposes of the qualifying income requirement, which could cause the Fund to fail to qualify as a RIC.
If, in any year, a Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders, and were ineligible to or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce a Fund’s net assets and the amount of income available for distribution. In addition, in order to requalify for taxation as a RIC, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions. Please see the section entitled “Taxation” in the Statement of Additional Information for more information.
●Trading Risks — The shares of each Fund are listed for trading on the listing exchange identified on the cover of this Prospectus, may be listed or traded on U.S. and non-U.S. stock exchanges other than such exchange, and may trade on an electronic communications network. Nevertheless, there can be no assurance that an active trading market for such
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shares will develop or be maintained. Trading in shares of a Fund on an exchange may be halted due to market conditions or for reasons that, in the view of an exchange, make trading in shares inadvisable. In addition, trading in shares of a Fund on an exchange is subject to trading halts caused by extraordinary market volatility pursuant to exchange “circuit breaker” rules. There can be no assurance that the requirements of the exchange necessary to maintain the listing of a Fund will continue to be met or will remain unchanged or that the shares of a Fund will trade with any volume, or at all, on any stock exchange or other venue.
●Cash Purchases and Redemption Risk — To the extent the Fund effects creations and redemptions in cash rather than in-kind, the Fund may incur certain costs, including transaction costs. The Fund may impose a transaction fee on Authorized Participants in connection with cash purchases and redemptions, however, the transaction fee may not be sufficient to fully offset the related costs. Additionally, cash purchases and redemptions may cause the Fund to recognize taxable gains or losses at disadvantageous times.
●Liquidity Risk — In certain circumstances, such as the disruption of the orderly markets for the financial instruments in which a Fund invests, the Fund might not be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProShare Advisors. Markets for the financial instruments in which a Fund invests may be disrupted by a number of events, including but not limited to economic crises, political crises, health crises, natural disasters, excessive volatility, new legislation, or regulatory changes inside or outside of the U.S. For example, regulation limiting the ability of certain financial institutions to invest in certain financial instruments would likely reduce the liquidity of those instruments. These situations may prevent a Fund from limiting losses or realizing gains.
Precautionary Notes
A Precautionary Note to Retail Investors — The Depository Trust Company (“DTC”), a limited trust company and securities depositary that serves as a national clearinghouse for the settlement of trades for its participating banks and broker-dealers, or its nominee will be the registered owner of all outstanding shares of each Fund. Your ownership of shares will be shown on the records of DTC and the DTC Participant broker through whom you hold the shares. PROSHARES TRUST WILL NOT HAVE ANY RECORD OF YOUR OWNERSHIP. Your account information will be maintained by your broker, who will provide you with account statements, confirmations of your purchases and sales of shares, and tax information. Your broker also will be responsible for furnishing certain cost basis information and ensuring that you receive shareholder reports and other communications from the Fund whose shares you own. Typically, you will receive other services (e.g., average cost information) only if your broker offers these services.
A Precautionary Note to Purchasers of Creation Units — You should be aware of certain legal risks unique to investors purchasing Creation Units directly from the issuing Fund. Because new shares from a Fund may be issued on an ongoing basis, a “distribution” of that Fund’s shares could be occurring at any time. As a dealer, certain activities on your part could, depending on the circumstances, result in your being deemed a participant in the distribution, in a manner that could render you a statutory underwriter and subject you to the prospectus delivery and liability provisions of the Securities Act of 1933. For example, you could be deemed a statutory underwriter if you purchase Creation Units from an issuing Fund, break them down into the constituent shares, and sell those shares directly to customers, or if you choose to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause you to be deemed an underwriter. Dealers who are not “underwriters,” but are participating in a distribution (as opposed to engaging in ordinary secondary market transactions), and thus dealing with shares as part of an “unsold allotment” within the meaning of Section 4(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the Securities Act.
A Precautionary Note to Investment Companies — For purposes of the 1940 Act, each Fund is a registered investment company, and the acquisition of a Fund’s shares by other investment companies is subject to the restrictions of Section 12(d)(1) thereof. Any investment company considering purchasing shares of a Fund in amounts that would cause it to exceed the restrictions of Section 12(d)(1) should contact the Trust. Rule 12d1-4 under the 1940 Act permits investments in acquired funds in excess of the limits of Section 12(d)(1) subject to certain conditions. Among these conditions, prior to a fund acquiring securities of another fund exceeding the limits of Section 12(d)(1), the acquiring fund must enter into a “Fund of Funds Investment Agreement” with the acquired fund setting forth the material terms of the arrangement.
A Precautionary Note Regarding Unusual Circumstances — ProShares Trust can, in its discretion, postpone payment of redemption proceeds for any period during which: (1) the applicable Exchange is closed other than customary weekend and holiday closings; (2) trading on the applicable Exchange is restricted; (3) any emergency circumstances exist, as determined by the SEC; (4) the SEC by order permits for the protection of shareholders of a Fund; and (5) for up to 14 calendar days for any Fund holding non-U.S. investments during a period of an international local holiday, as further described in the SAI.
A Precautionary Note Regarding Regulation of Derivatives — Current global regulation of and future regulatory changes with respect to derivatives regulations may alter, perhaps to a
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material extent, the nature of an investment in a Fund or the ability of a Fund to continue to implement its investment strategies.
Additional Information About the Index, the Index Providers and the Index Calculation Agent
“Bloomberg®” and the indices referenced herein (the “Indices”, and each such index, an “Index”) are trademarks or service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”), the administrator of the Index (collectively, “Bloomberg”), and/or one or more third-party providers (each such provider, a “Third-Party Provider,”) and have been licensed for use for certain purposes to ProShare Advisors LLC (the “Licensee”). To the extent a Third-Party Provider contributes intellectual property in connection with the Index, such third-party products, company names and logos are trademarks or service marks, and remain the property of such Third-Party Provider.
The financial products referenced herein (the “Financial Products”) are not sponsored, endorsed, sold or promoted by Bloomberg or any Third-Party Provider. Neither Bloomberg nor any Third-Party Provider makes any representation or warranty, express or implied, to the owners of or counterparties to the Financial Products or any member of the public regarding the advisability of investing in securities generally or in the Financial Products particularly. The only relationship between Bloomberg, Third-Party Providers, and the Licensee is the licensing of certain trademarks, trade names and service marks and of the Index, which is determined, composed and calculated by BISL without regard to the Licensee or the Financial Products. Bloomberg has no obligation to take the needs of the Licensee or the owners of the Financial Products into consideration in determining, composing or calculating the Index. Bloomberg is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Financial Products to be issued. Neither Bloomberg nor any Third-Party Provider shall have any obligation or liability, including, without limitation, to the customers of the Financial Products, or in connection with the administration, marketing or trading of the Financial Products.
NEITHER BLOOMBERG NOR ANY THIRD-PARTY PROVIDER GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO AND SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. NEITHER BLOOMBERG NOR ANY THIRD-PARTY PROVIDER MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE FINANCIAL PRODUCTS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA RELATED THERETO. NEITHER BLOOMBERG NOR ANY THIRD-PARTY PROVIDER MAKES ANY EXPRESS OR IMPLIED WARRANTIES AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, TO THE MAXIMUM EXTENT ALLOWED BY LAW, BLOOMBERG, ITS LICENSORS, THIRD-PARTY PROVIDERS, AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INJURY OR DAMAGES—WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHERWISE—ARISING IN CONNECTION WITH THE FINANCIAL PRODUCTS OR INDICES AND BLOOMBERG, ANY THIRDPARTY PROVIDER, THEIR LICENSORS, AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INJURY OR DAMAGES—WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHERWISE—ARISING IN CONNECTION WITH THE INDEX OR ANY DATA OR VALUES RELATING THERETO—WHETHER ARISING FROM THEIR NEGLIGENCE OR OTHERWISE, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
Portfolio Holdings Information
A description of the Trust’s policies and procedures with respect to the disclosure of each Fund’s portfolio holdings is available in the SAI. Each Fund’s portfolio holdings are posted on a daily basis to the Fund’s website (www.proshares.com).
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Board of Trustees and Officers
The Board is responsible for the general supervision of each Fund. The officers of the Trust are responsible for the day-to-day operations of each Fund.
Investment Advisor
ProShare Advisors, located at 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland 20814, serves as the investment adviser to each Fund and provides investment advice and management services to each Fund. ProShare Advisors oversees the investment and reinvestment of the assets in each Fund.
Pursuant to an Investment Advisory and Management Agreement between ProShare Advisors and the Trust on behalf of each Fund, ProShare Advisors is responsible for substantially all expenses of the Fund (and substantially all expenses of any wholly owned subsidiary of the Fund, if any) except, without limitation, interest expenses, taxes, brokerage and certain other transaction costs, legal expenses, fees and expenses related to securities lending, compensation and expenses of the Independent Trustees, compensation and expenses of counsel to the Independent Trustees, compensation and expenses of the Trust’s chief compliance officer and their staff, future distribution fees or expenses, and extraordinary expenses. For its investment advisory and management services, each Fund pays ProShare Advisors a fee at an annualized rate of 0.95% of its average daily net assets.
A discussion regarding the basis for the Board approving the investment advisory agreement for each Fund is in the Trust’s most recent Form N-CSR dated May 31, 2025 or the most recent Form N-CSRS filing dated November 30, 2024, as may be amended.
During the year ended May 31, 2025, each Fund paid ProShare Advisors fees in the following amount (fees paid reflect the effects of any expense limitation arrangements in place for the period):
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Fees Paid
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Short Bitcoin ETF
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Short Ether ETF
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Ultra Bitcoin ETF
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Ultra Ether ETF
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UltraShort Bitcoin ETF
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UltraShort Ether ETF
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Portfolio Management
The following individuals have responsibility for the day-to-day management of each Fund as set forth in the Summary Prospectus relating to each Fund. The Portfolio Managers’ business experience for the past five years is listed below. Additional information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers and their ownership of other investment companies can be found in the SAI.
Alexander Ilyasov, ProShare Advisors: Senior Portfolio Manager since October 2013 and Portfolio Manager from November
2009 through September 2013. ProFund Advisors LLC: Senior Portfolio Manager since October 2013 and Portfolio Manager from November 2009 through September 2013. ProShare Capital Management LLC: Senior Portfolio Manager since August 2016.
George Banian, ProShare Advisors: Portfolio Manager since February 2022, Associate Portfolio Manager from August 2016 to February 2022, Senior Portfolio Analyst from December 2010 to August 2016, Portfolio Analyst from December 2007 to December 2010. ProFund Advisors: Portfolio Manager since February 2022, Associate Portfolio Manager from July 2021 to February 2022.
Other Service Providers
SEI Investments Distribution Co. (the “Distributor”), located at One Freedom Valley Drive, Oaks, PA 19456, acts as the distributor and principal underwriter in all fifty states and the District of Columbia. JPMorgan Chase Bank, N.A. (“JPMorgan”), located at One Beacon Street, 19th Floor, Boston, MA 02108, acts as the administrator to each Fund, providing operational and certain administrative services. In addition, JPMorgan acts as the Custodian and Index Receipt Agent. Ultimus Fund Solutions, LLC (“Ultimus”), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, provides legal administration services to the Trust.
Additional Information
The Trust enters into contractual arrangements with various parties who provide services to each Fund including, ProShare Advisors, each Fund’s administrator and fund accounting agent, custodian, transfer agent, and distributor. Shareholders are not parties to, or intended (or “third-party”) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the Trust.
This Prospectus provides information concerning the Trust and each Fund that you should consider in determining whether to purchase shares of a Fund. None of this Prospectus, the SAI or any contract that is an exhibit to the Trust’s registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or a Fund and any investor, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person except as may be otherwise provided by federal or state securities laws.
A shareholder may bring a derivative action on behalf of the Trust only if the shareholder or shareholders first make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such action is excused. A demand on the Trustees shall only be excused if a majority of the Board of Trustees, or a majority of any committee established to consider such action, has a personal financial interest in the action at issue. A Trustee shall not be
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deemed to have a personal financial interest in an action or otherwise be disqualified from ruling a shareholder demand by virtue of the fact that such Trustee receives remuneration from their service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment advisor or underwriter.
Determination of NAV
The NAV per share of each Fund is computed by dividing the value of the net assets of such Fund (i.e., the value of its total assets less total liabilities) by its total number of shares outstanding. Expenses and fees are accrued daily and taken into account for purposes of determining NAV. The NAV of each Fund is calculated by JPMorgan and is generally determined each business day as of the close of regular trading on the Exchange on which the shares of the Fund are listed (typically calculated as of 4:00 p.m. Eastern Time). Securities and other assets are generally valued at their market value using information provided by a pricing service or market quotations. Securities that are listed or traded on a stock exchange or the Nasdaq or National Market System are generally valued at the closing price, if available, on the exchange or market where the security is principally traded (including the Nasdaq Official Closing Price). Short-term securities are generally valued using market prices or at amortized cost. In addition, certain derivatives linked to an index may be valued based on the performance of one or more U.S. ETFs or instruments that reflect the values of the securities in such index, when the level of the index is not computed as of the close of the U.S. securities markets. Routine valuation of certain derivatives is performed using procedures approved by the Board.
When a market price is not readily available, securities and other assets are valued at fair value in good faith. The Board has designated ProShare Advisors as “valuation designee” to perform fair value determinations for all of the Funds’ investments for which market quotations are not readily available (or are deemed unreliable). The Board shall oversee ProShare Advisors’ fair value determinations and its performance as valuation designee. The use of a fair valuation methodology may be appropriate if, for example: (i) ProShare Advisors believes market quotations do not accurately reflect fair value of an investment; (ii) ProShare Advisors believes an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (for example, a foreign exchange or market); (iii) a trading halt closes an exchange or market early; or (iv) other events result in an exchange or market delaying its normal close. Fair valuation has the risk that the valuation may be higher or lower than the securities might actually command if a Fund sold them. See the SAI for more details.
To the extent a Fund’s portfolio investments trade in markets on days or at times when the Fund is not open for business or when the primary exchange for the shares is not open, the
value of the Fund’s assets may vary, shareholders may not be able to purchase or sell Fund shares and Authorized Participants may not be able to create or redeem Creation Units. In addition, certain portfolio investments may not be traded on days or at times a Fund is open for business. In particular, calculation of the NAV of a Fund may not take place contemporaneously with the determination of the prices of foreign securities used in NAV calculations.
Exchanges are open every week, Monday through Friday, except when the following holidays are celebrated: New Year’s Day, Martin Luther King, Jr. Day (the third Monday in January), President’s Day (the third Monday in February), Good Friday, Memorial Day (the last Monday in May), Juneteenth National Independence Day, Independence Day, Labor Day (the first Monday in September), Thanksgiving Day (the fourth Thursday in November) and Christmas Day. An Exchange may close early on the business day before each of these holidays and on the day after Thanksgiving Day. Exchange holiday schedules are subject to change without notice. If the Exchange on which the shares of a Fund are listed closes early, the NAV may be calculated at the close of regular trading or at its normal calculation time. If the exchange or market on which a Fund’s investments are primarily traded closes early, the NAV may be calculated prior to its normal calculation time. Creation/redemption transaction order time cutoffs would also be accelerated.
Distributions
As a shareholder on a Fund record date, you will earn a share of the investment income and net realized capital gains, if any, derived from a Fund’s direct security holdings and derivative instruments. You will receive such earnings as either an income dividend or a capital gains distribution. Each Fund intends to declare and distribute net investment income, if any, and net realized capital gains, if any, to its shareholders at least annually. Subject to Board approval, some or all of any net realized capital gains distribution may be declared payable in either additional shares of the distributing Fund or in cash.
Distributions may be declared and paid more frequently to comply with the distribution requirements of the Internal Revenue Code or for other reasons.
Dividend Reinvestment Services
As noted above under “Distributions”, a Fund may declare a distribution from net realized capital gains to be payable in additional shares or cash. Even if a Fund does not declare a distribution to be payable in shares, brokers may make available to their customers who own shares the DTC book-entry dividend reinvestment service. If this service is available and used, dividend distributions of both income and capital gains will automatically be reinvested in additional whole shares of the same Fund. Without this service, investors would have to take their distributions in cash. To determine whether the
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dividend reinvestment service is available and whether there is a commission or other charge for using this service, please consult your broker.
Frequent Purchases and Redemptions of Shares
The Board has not adopted a policy of monitoring for frequent purchases and redemptions of shares that appear to attempt to take advantage of potential arbitrage opportunities. The Board believes this is appropriate because ETFs, such as each Fund, are intended to be attractive to arbitrageurs, as trading activity is critical to ensuring that the market price of shares remains at or close to NAV.
Taxes
The following is certain general information about taxation of each Fund:
●Each Fund intends to qualify for treatment as a RIC for U.S. federal income tax purposes. In order to so qualify, each Fund must meet certain tests with respect to the sources and types of its income, the nature and diversification of its assets, and the timing and amount of its distributions.
●If a Fund qualifies for treatment as a RIC, it is not subject to federal income tax on net investment income and net realized capital gains that the Fund timely distributes to its shareholders. If a Fund were to fail to so qualify, and were ineligible to or otherwise did not cure such failure, its taxable income and gains would be subject to tax at the Fund level, and distributions from earnings and profits would be taxable to shareholders as ordinary income.
●Investments by a Fund in futures and swap agreements are subject to numerous special and complex tax rules. These rules could affect the amount, timing or character of the distributions to shareholders by a Fund. In addition, because the application of these rules may be uncertain under current law, an adverse determination or future IRS guidance with respect to these rules may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid fund-level tax.
●Investments by a Fund in debt obligations issued or purchased at a discount and certain derivative instruments could cause a Fund to recognize taxable income in excess of the cash generated by such investments, potentially requiring the Fund to dispose of investments (including when otherwise disadvantageous to do so) in order to meet its distribution requirements, and such investments could affect the amount, timing or character of the income distributed to shareholders by a Fund. Investments by a Fund in shares of other investment companies could affect the amount, timing or character of the Fund’s distributions to shareholders relative to the Fund’s distributions had it invested directly in the securities held by the other investment companies.
●In order to qualify for the special tax treatment accorded a RIC and its shareholders, a Fund must derive at least 90%
of its gross income for each taxable year from “qualifying income,” meet certain asset diversification tests at the end of each taxable quarter, and meet an annual distribution requirement. A Fund’s pursuit of its investment strategies will potentially be limited by the Fund’s intention to qualify for such treatment and could adversely affect the Fund’s ability to so qualify. A Fund may make certain investments, the treatment of which for these purposes is unclear. If, in any year, a Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders, and were ineligible to or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of income available for distribution. In addition, in order to requalify for taxation as a RIC, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions. Please see the Statement of Additional Information for more information.
Taxable investors should be aware of the following basic tax points:
●Distributions are taxable to you for federal income tax purposes whether you receive them in cash or reinvest them in additional shares.
●Distributions declared in October, November or December of one year payable to shareholders of record in such month and paid by the end of January of the following year are taxable for federal income tax purposes as if received on December 31 of the calendar year in which the distributions were declared.
●Any distributions from income or short-term capital gains that you receive generally are taxable to you as ordinary dividends for federal income tax purposes. Ordinary dividends you receive that a Fund reports as “qualified dividend income” may be taxed at the same rates as long-term capital gains, but will not be considered long-term capital gains for other federal income tax purposes, including the calculation of net capital losses. A Fund’s investment strategy may significantly limit its ability to distribute dividends as “qualified dividend income” or treat the income from such investments as capital gains.
●Any distributions of net long-term capital gains are taxable to you for federal income tax purposes as long-term capital gains includible in net capital gain and taxable to individuals at reduced rates, no matter how long you have owned your Fund shares.
●Distributions from net realized capital gains may vary considerably from year to year as a result of the Fund’s normal investment activities and cash flows.
●The Code generally imposes a 3.8% contribution tax on the “net investment income” of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, “net investment income”
MANAGEMENT OF PROSHARES TRUST :: 73
PROSHARES.COM
generally includes, among other things, (i) distributions paid by a Fund of ordinary dividends and capital gain dividends, and (ii) any net gain from the sale, redemption or exchange of Fund shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in a Fund.
●A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your federal income tax return.
●Dividend and capital gain distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
●Dividends paid to a shareholder that is not a “United States person” within the meaning of the Code (such a shareholder, a “foreign person”) that a Fund properly reports as capital gain dividends, short-term capital gain dividends or interest -related dividends, each as further defined in the SAI, are not subject to withholding of U.S. federal income tax, provided that certain other requirements are met. A Fund (or intermediary, as applicable) is permitted, but is not required, to report any part of its dividends as are eligible for such treatment. A Fund’s dividends other than those the Fund properly reports as capital gain dividends, short-term capital gain dividends or interest-related dividends generally will be subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). Special tax considerations may apply to foreign persons investing in the Fund. Please see the SAI for more information.
●A Fund’s income from or the proceeds of dispositions of its non-U.S. investments may be subject to withholding and other taxes imposed by foreign countries, which will reduce the Fund’s return on and taxable distributions in respect of its non-U.S. investments. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. If more than 50% of the value of a Fund’s total assets at the close of a taxable year consists of foreign securities, the Fund will be eligible to elect to “pass through” to you foreign income taxes that it has paid. If this election is made, you will be required to include your share of those taxes in gross income as a distribution from the Fund and you generally will be allowed to claim a credit (or a deduction, if you itemize deductions) for these amounts on your federal U.S. income tax return, subject to certain limitations.
●By law, a percentage of your distributions and proceeds will generally be withheld if you have not provided a taxpayer identification number or social security number, have underreported dividend or interest income or have failed to certify to a Fund or its agent that you are not subject to this withholding.
In addition, taxable investors who purchase or redeem Creation Units should be aware of the following:
●A person who exchanges securities for Creation Units generally will recognize a gain or loss equal to the difference between the market value of the Creation Units at the time of the exchange and the exchanger’s aggregate basis in the securities surrendered and any cash amount paid.
●A person who exchanges Creation Units for securities generally will recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the aggregate market value of the securities received and any cash received. However, all or a portion of any loss a person realizes upon an exchange of Creation Units for securities will be disallowed by the IRS if such person purchases other substantially identical shares of the Fund within 30 days before or after the exchange. In such case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
Note: This Prospectus provides general U.S. federal income tax information only. Your investment in the Fund may have other tax implications. If you are investing through a tax-deferred retirement account, such as an individual retirement account (IRA), special tax rules apply. Please consult your tax advisor for detailed information about a Fund’s tax consequences for you. See “Taxation” in the SAI for more information.
Premium/Discount Information
The Trust’s website (www.proshares.com) has information about the premiums and discounts for each Fund. Premiums or discounts are the differences between the NAV and market price of a Fund on a given day, generally at the time NAV is calculated. A premium is the amount that a Fund is trading above the NAV. A discount is the amount that a Fund is trading below the NAV.
Escheatment
Many states have unclaimed property rules that provide for transfer to the state (also known as “escheatment”) of unclaimed property under various circumstances. These circumstances include inactivity (e.g., no owner-intiated contact for a certain period), returned mail (e.g., when mail sent to a shareholder is returned by the post office as undeliverable), or a combination of both inactivity and returned mail. Unclaimed or inactive accounts may be subject to escheatment laws, and each Fund and each Fund’s transfer agent will not be liable to shareholders and their representatives for good faith compliance with those laws.
Distribution (12b-1) Plan
Under a Rule 12b-1 Distribution Plan (the “Plan”) adopted by the Board, each Fund may pay the distributor and financial intermediaries, such as broker-dealers and investment advisors, up to 0.25% on an annualized basis of the average daily net assets of a Fund as reimbursement or compensation for distribution related activities with respect to the Fund. Because these fees would be paid out of each Fund’s assets on an on-going basis, over time these fees would increase the
74 :: MANAGEMENT OF PROSHARES TRUST
PROSHARES.COM
cost of your investment and may cost you more than paying other types of sales charges. No payments have yet been
authorized by the Board, nor are any such expected to be made by a Fund under the Plan during the current fiscal year.
75
PROSHARES.COM
The following tables are intended to help you understand the financial history of
each Fund for the past five years (or since inception, if shorter). Certain information reflects financial results of a single share. The total
return information represents the rate of return and the per share operating performance that an investor would have earned (or lost) on an investment
in a Fund, assuming reinvestment of all dividends and distributions. This information has been derived from information audited by [ ], an independent registered public accounting firm, whose report, along with the financial statements of a Fund, is included in the Trust’s filing on Form N-CSR for the fiscal year ended May 31, 2025, as may be amended, and is available upon request.
76 :: FINANCIAL HIGHLIGHTS
PROSHARES.COM
ProShares Trust Financial Highlights
FOR THE PERIODS INDICATED
*
Commencement of investment operations.
†
Consolidated Statement of Financial Highlights.
(a)
Per share net investment income (loss) has been calculated using the average daily
shares method.
(b)
Includes transaction fees associated with the issuance and redemption of Creation
Units.
(c)
Not annualized for periods less than one year.
FINANCIAL HIGHLIGHTS :: 77
PROSHARES.COM
(d)
Net asset value total return is calculated assuming an initial investment made at
the net asset value at the beginning of the period, reinvestment of all dividends
and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder’s investment in the Fund based on market value due to differences between the market
price of the shares and the net asset value per share of the Fund.
(e)
Market value total return is calculated assuming an initial investment made at the
market value at the beginning of the period, reinvestment of all dividends and distributions
at net asset value during the period, if any, and redemption on the last day of the period
at market value. Market value is determined by the composite closing price. Composite
closing security price is defined as the last reported sale price from any primary listing
market (e.g., NYSE and NASDAQ) or participating regional exchanges or markets. The
composite closing price is the last reported sale price from any of the eligible sources, regardless
of volume and not an average price and may have occurred on a date prior to the close
of the reporting period. Market value may be greater or less than net asset value, depending on the Fund’s closing price on the listing market.
(f)
Annualized for periods less than one year.
(g)
Portfolio turnover rate is calculated without regard to instruments having a maturity
of less than one year from acquisition or derivative instruments (including swap agreements
and futures contracts), therefore the portfolio turnover rate is not applicable to
these funds.
(h)
The amount shown for a share outstanding throughout the period is not in accordance
with the aggregate net realized and unrealized gain (loss) for that period because
of the timing of sales and repurchases of the Fund shares in relation to fluctuating market value
of the investments in the Fund.
(i)
Includes interest expense amounting to 0.04%. Excluding these fees, the ratio of gross
expenses to average net assets and ratio of net expenses to average net assets would
have been 0.99% and 0.96% respectively.
(j)
Includes interest expense amounting to 0.07%. Excluding these fees, the ratio of gross
expenses to average net assets and ratio of net expenses to average net assets would
have been 0.95% and 0.95% respectively.
Investment Company Act file number 811-21114
ProShares Trust
7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814
866.PRO.5125 866.776.5125
ProShares.com
7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814
866.PRO.5125 866.776.5125
ProShares.com
You can find additional information about each Fund in its current SAI, dated September 26, 2025, as may be amended from time to time, and in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR, which have been filed electronically with the SEC and which are incorporated by reference into, and are legally a part of, this Prospectus. In each Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. Copies of the SAI, and each Fund’s annual and semi-annual reports and other information such as Fund financial statements are available, free of charge, online at each Fund’s website (www.proshares.com). You may also request a free copy of the SAI or make inquiries to ProShares Trust by writing us at the address set forth above or calling us toll-free at the telephone number set forth above.
You can find other information about ProShares Trust on the SEC’s website (www.sec.gov) or you can get copies of this information after payment of a duplicating fee via email to publicinfo@sec.gov.
© 2025 ProShare Advisors LLC. All rights reserved.SEPT-25
STATEMENT OF ADDITIONAL INFORMATION— [September 26, 2025]
ProShares Trust
7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814 866.PRO.5125 866.776.5125
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Ether ETF
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EETH
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Short Bitcoin ETF
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BITI
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Short Ether ETF
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SETH
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Ultra Bitcoin ETF
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BITU
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Ultra Ether ETF
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ETHT
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UltraShort Bitcoin ETF
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SBIT
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UltraShort Ether ETF
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ETHD
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This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the Prospectuses of the series of ProShares Trust (the “Trust”) listed above (the “Fund”) dated September 26, 2025, as may be amended or supplemented. A copy of the Prospectus and a copy of the Annual
Report to Shareholders for each Fund are available, without charge, upon request to the address
above, by telephone at the number above, or on the Trust’s website at proshares.com. The Financial Statements and Notes contained in the Trust’s Form N-CSR filing for the fiscal year ended May 31, 2025 are incorporated by reference into and are deemed part of this SAI. The principal U.S. national stock exchange on which
each Fund identified in this SAI is listed in the table below.
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Principal U.S. National Stock Exchange
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Fund
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NYSE Arca
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Bitcoin ETF, Bitcoin & Ether Market Cap Weight ETF, Bitcoin & Ether
Equal Weight ETF, Ether ETF, Short Bitcoin ETF, Short Ether ETF,
Ultra Bitcoin ETF, Ultra Ether ETF, UltraShort Bitcoin ETF, and
UltraShort Ether ETF
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1
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
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4
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6
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36
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41
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43
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48
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50
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53
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56
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59
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67
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68
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83
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83
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A-1
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B-1
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C-1
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2
GLOSSARY OF TERMS
For ease of use, certain terms or names that are used in this SAI have been shortened
or abbreviated. A list of many of these terms and their corresponding full names or definitions can
be found below. An investor may find it helpful to review the terms and names before reading the SAI.
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Term
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Definition
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1933 Act
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Securities Act of 1933, as amended
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1934 Act
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Securities and Exchange Act of 1934, as amended
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1940 Act
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Investment Company Act of 1940, as amended
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Advisor or ProShare Advisors
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ProShare Advisors LLC
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Board of Trustees or Board
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Board of Trustees of ProShares Trust
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CCO
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Chief Compliance Officer
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CFTC
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U.S. Commodity Futures Trading Commission
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Code or Internal Revenue Code
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Internal Revenue Code of 1986, as amended
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CPO
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Commodity Pool Operator
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Distributor or SEI
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SEI Investments Distribution Co.
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ETF
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Exchange traded fund
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Exchange
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NYSE Arca
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Fund Complex
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All operational registered investment companies that are
advised by the Advisor or its affiliates
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Independent Trustee(s)
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Trustees who are not “Interested Persons” of ProShare
Advisors or the Trust as defined under Section 2(a)(19) of
the 1940 Act
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NAV
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Net asset value
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New Fund(s)
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Ultra Ether ETF and UltraShort Ether ETF
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Rule 35d-1 Funds
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Each Fund listed on the cover of this SAI
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SEC
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U.S. Securities and Exchange Commission
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Shares
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The shares of a Fund
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Trust
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ProShares Trust
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Trustee(s)
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One or more of the trustees of the Trust
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3
GENERAL INFORMATION ABOUT THE TRUST
ProShares Trust is a Delaware statutory trust and is registered with the SEC as an
open-end management investment company under the 1940 Act. The Trust was organized on May 29,
2002 and consists of multiple series, including the 10 Funds listed on the cover of this SAI.
Each Fund’s investment objective is non-fundamental, meaning it may be changed by the Board of Trustees of the Trust, without the approval of Fund shareholders. Other funds may
be added in the future.
Each Fund is an exchange-traded fund (each, an “ETF”) and the shares of each Fund (“Shares”) are listed on the Exchange set forth on the cover of this SAI. The Shares trade on the
relevant Exchange at market prices that may differ to some degree from the Shares’ NAVs. Each Fund issues and redeems Shares on a continuous basis at NAV in large, specified numbers of Shares called “Creation Units.” Creation Units of each Fund are issued and redeemed entirely in cash. Except when aggregated in Creation
Units, Shares cannot be purchased from and are not redeemable securities of each Fund. Retail investors,
therefore, generally will not be able to purchase or redeem the Shares directly. Rather, most retail investors
will purchase and sell Shares in the secondary market with the assistance of a broker. Reference is made
to each Prospectus for a discussion of the investment objectives and policies of each Fund. The discussion
below supplements, and should be read in conjunction with, each Prospectus.
Portfolio management is provided to each Fund by ProShare Advisors, a Maryland limited
liability company with offices at 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814.
The investment restrictions of each Fund specifically identified as fundamental policies
may not be changed without the affirmative vote of at least a majority of the outstanding voting
securities of that Fund, as defined in the 1940 Act. The investment objectives and all other investment policies
of each Fund not specified as fundamental (including the index of a Fund) may be changed by the Board
without the approval of shareholders.
The investment techniques and strategies discussed below may be used by a Fund if,
in the opinion of ProShare Advisors, the techniques or strategies may be advantageous to the Fund.
A Fund may reduce or eliminate its use of any of these techniques or strategies without changing the Fund’s fundamental policies. There is no assurance that any of the techniques or strategies listed below, or any
of the other methods of investment available to a Fund, will result in the achievement of the Fund’s objective. Also, there can be no assurance that a Fund will grow to, or maintain, an economically viable size, and
management may determine to liquidate a Fund at a time that may not be opportune for shareholders.
As a general matter, a Short or UltraShort ETF will respond differently in response to market conditions than funds that seek long exposure. The terms “favorable market conditions” and “adverse market conditions,” as used in this SAI, are Fund specific. Market conditions should be considered favorable to a Fund when such conditions make it more likely that the value of an investment in that
Fund will increase. Market conditions should be considered adverse to a Fund when such conditions make
it more likely that the value of an investment in that Fund will decrease. For example, market conditions
that cause the level of index returns to rise are considered “favorable” to an Ultra ETF and are considered “adverse” to a Short or UltraShort ETF.
FUND NAME CHANGES
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Prior Fund Name
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Current Fund Name
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Effective Date of
Name Change
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ProShares Bitcoin Strategy ETF
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ProShares Bitcoin ETF
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September 27, 2024
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ProShares Bitcoin & Ether Equal
Weight Strategy ETF
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ProShares Bitcoin & Ether Equal Weight ETF
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September 27, 2024
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4
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Prior Fund Name
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Current Fund Name
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Effective Date of
Name Change
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ProShares Bitcoin & Ether
Market Cap Weight Strategy
ETF
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ProShares Bitcoin & Ether Market Cap Weight ETF
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September 27, 2024
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ProShares Ether Strategy ETF
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ProShares Ether ETF
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September 27, 2024
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ProShares Short Bitcoin Strategy
ETF
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ProShares Short Bitcoin ETF
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September 27, 2024
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ProShares Short Ether Strategy
ETF
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ProShares Short Ether ETF
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September 27, 2024
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EXCHANGE LISTING AND TRADING
There can be no assurance that the requirements of an Exchange necessary to maintain
the listing of Shares of a Fund will continue to be met. An Exchange may remove a Fund from listing
under certain circumstances.
As in the case of all equities traded on an Exchange, the brokers’ commission on transactions in a Fund will be based on negotiated commission rates at customary levels for retail customers.
In order to provide current Share pricing information, an Exchange disseminates an
updated Indicative Optimized Portfolio Value (“IOPV”) for each Fund. The Trust is not involved in or responsible for any aspect of the calculation or dissemination of the IOPVs and makes no warranty
as to the accuracy of the IOPVs. IOPVs are expected to be disseminated on a per Fund basis every 15 seconds
during regular trading hours of an Exchange.
5
INVESTMENT POLICIES, TECHNIQUES AND RELATED RISKS
GENERAL
Each Fund may consider changing its index at any time, including if, for example:
the current index becomes unavailable; the Board believes that the current index no longer serves the
investment needs of a majority of shareholders or that another index may better serve their needs; or the
financial or economic environment makes it difficult for the Fund’s investment results to correspond sufficiently to its current index. If believed appropriate, a Fund may specify an index for itself that is proprietary.
There can be no assurance that a Fund will achieve its investment objective.
For purposes of this SAI, the word “invest” refers to a Fund directly and indirectly investing in securities or other instruments. Similarly, when used in this SAI, the word “investment” refers to a Fund’s direct and indirect investments in securities and other instruments. For example,
a Fund may often invest indirectly in securities or instruments by using financial instruments with economic
exposure similar to those securities or instruments.
Additional information concerning a Fund, its investment policies and techniques,
and the securities and financial instruments in which it may invest is set forth below.
NAME POLICIES
Each Rule 35d-1 Fund is subject to a policy adopted pursuant to Rule 35d-1 under the
1940 Act (the so-called “names rule”) and commits to invest at least 80% of its assets (i.e., net assets plus borrowings for investment purposes), under normal circumstances, in the types of securities suggested
by its name and/or investments with similar economic characteristics. Such direct or inverse exposure
may be obtained through direct investments/short positions in the securities and/or through investments with
similar economic characteristics. For the purposes of each such investment policy, “assets” includes a Fund’s net assets, as well as amounts borrowed for investment purposes, if any. In addition, for purposes of
such an investment policy, “assets” includes not only the amount of a Fund’s net assets attributable to investments providing direct investment exposure to the type of investments suggested by its name (e.g., the value of stocks, or the value of derivative instruments such as futures, options or options on futures), but also
cash and cash equivalents that are segregated on the Fund’s books and records or being used as collateral, as required by applicable regulatory guidance, or otherwise available to cover such investment exposure. The
Board has adopted a non-fundamental policy to provide investors with at least 60 days’ notice prior to changes in a Fund’s name policy.
BITCOIN RELATED INVESTMENTS
Bitcoin is a digital asset which serves as the unit of account on an open source,
decentralized, peer-to-peer computer network. Bitcoin may be used to pay for goods and services,
stored for future use, or converted to a fiat currency. The value of bitcoin is not backed by any government,
corporation, or other identified body.
The value of bitcoin is determined in part by the supply of (which is limited), and
demand for, bitcoin in the markets for exchange that have been organized to facilitate the trading
of bitcoin.
Bitcoin is maintained on the decentralized, open source, peer-to-peer computer network (the “Bitcoin Network”). No single entity owns or operates the Bitcoin Network. The Bitcoin Network is accessed through software and governs bitcoin’s creation, movement, and ownership. The source code for the Bitcoin Network, often referred to as the Bitcoin Protocol, is open source, and anyone can contribute
to its development.
Bitcoin is the native token on the Bitcoin Network. As with other digital assets,
bitcoin and the Bitcoin blockchain have been designed to support a number of applications and use
cases. For bitcoin, these include serving as a medium of exchange (e.g., digital cash) and as a durable store
of value (e.g., digital
6
gold). The Bitcoin Network’s uses and capabilities are narrower when compared to the Ethereum network, which facilitates smart contracts and the issuance of other non-native tokens.
The Bitcoin Network
The infrastructure of the Bitcoin Network is collectively maintained by participants
in the Bitcoin Network, which include miners, developers, and users. Miners validate transactions
and are currently compensated for that service in bitcoin. Developers maintain and contribute updates to the Bitcoin Network’s source code often referred to as the Bitcoin Protocol. Users access the Bitcoin Network
using open source software. Anyone can be a user, developer, or miner.
Bitcoin is “stored” on a digital transaction ledger commonly known as a “blockchain.” A blockchain is a type of shared and continually reconciled database, stored in a decentralized
manner on the computers of certain users of the digital asset and protected by cryptography. The Bitcoin Blockchain
contains a record and transaction history for each bitcoin.
New bitcoin is created by “mining.” Miners use specialized computer software and hardware to solve a highly complex mathematical problem presented by the Bitcoin Protocol. The
first miner to successfully solve the problem is permitted to add a block of transactions to the
Bitcoin Blockchain. The new block is then confirmed through acceptance by a majority of participants who maintain
versions of the blockchain on their individual computers. Miners that successfully add a block to
the Bitcoin Blockchain are automatically rewarded with a fixed amount of bitcoin for their effort plus any transaction
fees paid by transferors whose transactions are recorded in the block. This reward system is the
means by which new bitcoin enter circulation and is the mechanism by which versions of the blockchain
held by users on a decentralized network are kept in consensus.
The Bitcoin Protocol
The Bitcoin Protocol is an open source project with no official company or group that
controls the source. Anyone can review the underlying code and suggest changes. There are, however,
a number of individual developers that regularly contribute to a specific distribution of bitcoin
software known as the “Bitcoin Core.” Developers of the Bitcoin Core loosely oversee the development of the source code. There are many other compatible versions of the bitcoin software, but the Bitcoin Core is the
most widely adopted and currently provides the de facto standard for the Bitcoin Protocol. The core developers
are able to access, and can alter, the Bitcoin Network source code and, as a result, they are responsible
for quasi-official releases of updates and other changes to the Bitcoin Network’s source code.
However, because bitcoin has no central authority, the release of updates to the Bitcoin Network’s source code by the core developers does not guarantee that the updates will be automatically
adopted by the other participants. Users and miners must accept any changes made to the source code
by downloading the proposed modification and that modification is effective only with respect to those
bitcoin users and miners who choose to download it. As a practical matter, a modification to the source code
becomes part of the Bitcoin Network only if it is accepted by participants that collectively have a majority
of the processing power on the Bitcoin Network.
If a modification is accepted by only a percentage of users and miners, a division
will occur such that one network will run the pre-modification source code and the other network will
run the modified source code. Such a division is known as a “fork.”
Bitcoin Futures
The price of bitcoin futures is based on the expected price of bitcoin on certain
crypto asset trading platforms at a future date, specifically, the expiration date of the bitcoin futures
contract. Bitcoin futures prices are based on the Bitcoin Reference Rate, which reflects the price of bitcoin on certain
crypto asset trading platforms only, and not the bitcoin cash market.
7
Although a Fund does not invest in or short bitcoin, events impacting the price of
bitcoin across all digital asset trading venues could impact the price and market for bitcoin futures,
and therefore the performance of the Fund. Such trading venues may serve as a pricing source for the
calculation of the CME CF Bitcoin Reference Rate which provides reference prices for final settlement of
CME bitcoin futures. These trading venues are or may become subject to regulatory actions that may have a material
adverse impact on the Fund, its investments, and its ability to implement its investment strategy.
The liquidity of the market for bitcoin futures depends on, among other things: the
supply and demand for bitcoin futures; the supply and demand for bitcoin; the adoption of bitcoin
for commercial uses; the anticipated increase of investments in bitcoin-related investment products by
retail and institutional investors; speculative interest in bitcoin, bitcoin futures, and bitcoin-related investment
products; regulatory or other restrictions on investors’ ability to invest in bitcoin futures; and the potential ability to hedge against the price of bitcoin with bitcoin futures (and vice versa).
The market for bitcoin futures may be illiquid. This means that a Fund may not be
able to buy and sell bitcoin futures quickly or at the desired price. For example, it is difficult
to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market.
A materially adverse development in one or more of the factors on which the liquidity of the market for
bitcoin futures depends may cause the market to become illiquid, for short or long periods. In such markets,
a Fund may not be able to buy and sell bitcoin futures quickly (or at all) or at the desired price. Market
illiquidity may cause losses for a Fund. Additionally, the large size of the futures positions which a Fund may
acquire increases the risk of illiquidity, as larger positions may be more difficult to fully liquidate, may take
longer to liquidate, and, as a result of their size, may expose the Fund to potentially more significant losses while
trying to do so. Limits imposed by counterparties, exchanges or other regulatory organizations, such as accountability
levels, position limits and daily price fluctuation limits, may contribute to a lack of liquidity with
respect to some financial instruments and have a negative impact on Fund performance. During periods of market
illiquidity, including periods of market disruption and volatility, it may be difficult or impossible for
a Fund to buy or sell futures contracts or other financial instruments.
The contractual obligations of a buyer or seller holding a futures contract to expiration
may be satisfied by settling in cash as provided by the terms of such contract. However,
a Fund does not intend to hold bitcoin futures through expiration. Instead, a Fund intends to “roll” futures positions. “Rolling” refers to a process whereby futures contracts nearing expiration are closed out and replaced
with identical futures contracts with a later expiration date. Accordingly, a Fund is subject to risks related
to rolling.
When the market for certain futures contracts is such that the prices are higher in
the more distant delivery months than in the nearer delivery months, the sale during the course of the “rolling process” of the more nearby bitcoin futures would take place at a price that is lower than the price
of the more distant bitcoin futures. This pattern of higher futures prices for longer expiration bitcoin futures
is often referred to as “contango.” Alternatively, when the market for certain bitcoin futures is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the rolling
process of the more nearby bitcoin futures would take place at a price that is higher than the price of
the more distant bitcoin futures. This pattern of higher future prices for shorter expiration bitcoin futures
is referred to as “backwardation.”
There have been extended periods in which contango or backwardation has existed in
certain futures markets in general. Such periods could occur in the future for bitcoin futures and
may cause significant and sustained losses. Additionally because of the frequency with which a Fund may roll
futures contracts, the impact of contango or backwardation on Fund performance may be greater than it would
have been if the Fund rolled futures contracts less frequently.
The CME has established margin requirements for bitcoin futures at levels that may
be substantially higher than the margin requirements for more established futures contracts. The futures
commission merchants (“FCMs”) utilized by a Fund may impose margin requirements in addition to those imposed by the exchanges. Margin requirements are subject to change, and may be raised in the future by the
exchanges and the FCMs.
8
Margin Requirements may be more likely to change during periods of high volatility.
High margin requirements could prevent a Fund from obtaining sufficient exposure to bitcoin futures
and may adversely affect its ability to achieve its investment objective. An FCM’s failure to return required margin to a Fund on a timely basis may cause such Fund to delay redemption settlement dates and/or restrict,
postpone or limit the right of redemption.
The term “margin” refers to the minimum amount a Fund must deposit and maintain with its FCM in order to establish an open position in futures contracts. The minimum amount of
margin required in connection with a particular futures contract is set by the exchange on which such
contract is traded and is subject to change at any time during the term of the contract. FCMs may require customers
to post additional amounts above the required minimums. Futures contracts are customarily bought and
sold on margins that represent a percentage of the aggregate purchase or sales price of the contract.
In addition, FCMs utilized by a Fund may impose limits on the amount of exposure to
futures contracts the Fund can obtain through such FCMs. As a result, a Fund may need to transact
through a number of FCMs to achieve its investment objective. If enough FCMs are not willing to transact
with a Fund, or if exposure limits imposed by such FCMs do not provide sufficient exposure, the Fund
may not be able to achieve its investment objective.
There may be circumstances that could prevent or make it impractical for a Fund to
operate in a manner consistent with its investment objective and investment strategies.
The price of bitcoin has experienced periods of extreme volatility. The price of bitcoin
may change dramatically and without warning. This volatility is due to a number of factors, including
the supply and demand for bitcoin, concerns about potential manipulation of the price of bitcoin
and the safety of bitcoin, market perceptions of the value of bitcoin as an investment, continuing development
of the regulations applicable to bitcoin, and the changes exhibited by an early-stage technological innovation.
It is believed that speculators and investors who seek to profit from trading and
holding bitcoin currently account for a significant portion of bitcoin demand. Such speculation regarding
the potential future appreciation in the price of bitcoin may artificially inflate or deflate the price
of bitcoin. Conversely, evolving government regulation, the perception of onerous regulatory actions, concerns over
the potential for fraud and manipulation of the price of bitcoin and other factors may cause volatility in the
price of bitcoin. Developments related to the Bitcoin Network’s operations, also contribute to the volatility in the price of bitcoin. These factors may continue to cause the price of bitcoin to be volatile,
which may have a negative impact on the performance of a Fund.
The trading of bitcoin is fragmented across numerous digital asset trading venues.
The fragmentation of the volume of bitcoin transactions across multiple digital asset trading venues
can lead to a higher volatility than would be expected if volume was concentrated in a single digital asset trading
venue. Market fragmentation and volatility increases the likelihood of price differences across
different digital asset trading venues.
Market participants trading bitcoin futures may seek to “hedge” or otherwise manage their exposure to such contracts by taking offsetting positions in bitcoin. Fragmentation may require
market participants to analyze multiple prices, which may be inconsistent and quickly changing. Fragmentation
also may require market participants to potentially fill their positions through a number of transactions
on different crypto asset trading platforms. These factors potentially increase the cost and uncertainty of
trading bitcoin and may decrease the effectiveness of using transactions in bitcoin to help manage or offset
positions in bitcoin futures. Market participants who are unable to fully or effectively manage or hedge their positions
in bitcoin futures typically would be expected to widen the bid-ask spreads on such contracts, which
could potentially decrease the trading volume and liquidity of such contracts and have a negative impact on the
price of such contracts.
Bitcoin, the Bitcoin Network and digital asset trading venues are relatively new and
not subject to the same regulations as regulated securities or futures exchanges. Bitcoin crypto
asset trading platforms that are regulated typically must comply with minimum net worth, cybersecurity, and anti-money
laundering
9
requirements, but are not typically required to protect customers or their markets
to the same extent that regulated securities exchanges or futures exchanges are required to do so. As a result,
markets for bitcoin may be subject to manipulation or fraud and may be subject to larger and/or more frequent
sudden declines than assets traded on more traditional exchanges. Investors in bitcoin may lose money,
possibly the entire value of their investments.
There is no central registry showing which individuals or entities own bitcoin or
the quantity of bitcoin that is owned by any particular person or entity. It is possible that a small
group of early bitcoin adopters hold a significant proportion of the bitcoin that has been thus far created.
There are no regulations in place that would prevent a large holder of bitcoin or a group of holders from selling
their bitcoins, which could depress the price of bitcoin, or otherwise attempting to manipulate the price
of bitcoin or the Bitcoin Network.
Events could adversely affect the price of bitcoin, reduce user confidence in bitcoin,
the Bitcoin Network and the fairness of the venues for trading bitcoin and slow (or even reverse)
the further adoption of bitcoin. Such occurrences may introduce additional volatility and have a negative
impact on Fund performance.
Malicious actors could theoretically structure an attack whereby such actors gains
control of more than half of the Bitcoin Network’s processing power, or “aggregate hashrate.” If a malicious actor or group of actors acquired a hashrate exceeding the rest of the Bitcoin Network, it would be
able to exert unilateral control over the addition of blocks to the Bitcoin Blockchain. This would allow a
malicious actor to engage in “double spending” (i.e., use the same bitcoin for two or more transactions), prevent other transactions from being confirmed on the Bitcoin Blockchain, or prevent other miners from mining any
valid new blocks. Each of the events described above, among other things, could adversely affect the price
of bitcoin; reduce user confidence in bitcoin, the Bitcoin Network and the fairness of digital asset trading
venues; and slow (or even reverse) the further adoption of bitcoin.
The Bitcoin Protocol was built using open source software by a small group of developers
known as the “Bitcoin Core” (as defined herein) who help develop and maintain the original version of bitcoin, the underlying asset upon which bitcoin futures are based. The open source nature of the
Bitcoin Protocol permits any developer to review the underlying code and suggest changes to it via “Bitcoin Improvement Proposals”, or “BIPs.” If accepted by a sufficient number of miners, BIPs may result in substantial changes to the Bitcoin Network, including changes that result in “forks” (as described herein). The Bitcoin Network has already experienced two major forks after developers attempted to increase transaction capacity.
Blocks mined on these new “forked” networks now diverge from blocks mined on the original Bitcoin Network maintained by the Bitcoin Core, resulting in the creation of two new blockchains whose digital assets
are referred to as “Bitcoin Cash” and “Bitcoin Gold.” Bitcoin, Bitcoin Cash and Bitcoin Gold now operate as separate, independent networks. Multiple BIPs still exist, many of which are aimed at increasing
the transaction capacity of the Bitcoin Network, and it is possible that one or more of these BIPs
could result in further network forks. It is possible that the price of the bitcoin futures subsequent to a “fork” may be linked to the price of bitcoin on only one of the resulting Bitcoin Networks, rather than the aggregate
price of bitcoin on all resulting Bitcoin Networks.
The CME considers a hard fork of the Bitcoin Blockchain where both forks continue
to be actively mined and traded but may not be fungible with each other, as an unusual and extreme
circumstance. The CME has determined, in the event of a hard fork or other circumstance in which the
split of bitcoin is expected, CME shall decide what action to take to align bitcoin futures exposure with
cash market exposures, as the CME deems appropriate.
It is possible that, notwithstanding the protocols implemented to attempt to address
the impact of forks on bitcoin futures, forks and similar events could have an adverse effect on
the price of bitcoin and the bitcoin futures in which a Fund invests and may adversely affect an investment in
the Fund. The price of bitcoin is highly volatile, which could have a negative impact on the price and trading
of bitcoin futures and the performance of a Fund.
10
Since the price and trading of bitcoin futures is influenced by the price of bitcoin
and events impacting the price of bitcoin, the Bitcoin Network or the digital asset trading venues,
each of the events described above could have a negative impact on the price and market for bitcoin futures.
For example, such events could lead to a lack of liquidity in the market for bitcoin futures or have
a negative impact on the price of bitcoin futures.
Changes in the Bitcoin Network could have an adverse effect on the operation and price
of bitcoin, which could have an adverse effect on the price of bitcoin futures and the value of
an investment in a Fund.
New bitcoin is created when bitcoin “miners” use computers on the Bitcoin Network to solve bitcoin’s “proof of work” algorithm which records and verifies every bitcoin transaction on the Bitcoin Blockchain. In return for their services, miners are rewarded through receipt of a
set amount of bitcoin known as the “block reward.” The current block reward for solving a new block is six and one quarter (6.25) bitcoin per block; a decrease from twelve and one half (12.5) bitcoin in May 2020. Based on
current processing power, or “hashrate”, the block reward is estimated to halve every four (4) years. Because the block reward slowly declines at a fixed rate over time, a user may incentivize a miner to prioritize
the processing of their transaction by including excess bitcoin which is collected by the miner in the form of a “transaction fee.” If transaction fees are not sufficiently high or if transaction fees increase to the
point of being prohibitively expensive for users, miners may not have an adequate incentive to continue mining
and may cease their mining operations.
If the price of bitcoin or the reward for mining new blocks is not sufficiently high
to incentivize miners, miners may cease expending hashrate to solve blocks and, as a result, confirmations
of transactions on the Bitcoin Blockchain could be slowed temporarily and inhibit the function of the
Bitcoin Network. This could have a negative impact on the value of an investment in a Fund.
Additionally, if the price of bitcoin falls below that which is required for mining
operators to turn a profit, some mining operators may temporarily discontinue mining bitcoin by either
halting operations or switching their mining operations to mine other digital assets. If miners reduce or
cease their mining operations it would reduce the aggregate hashrate on the Bitcoin Network, which would
adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which
blocks are added to the blockchain until the next scheduled adjustment in difficulty for block solutions)
and make the Bitcoin Network more vulnerable to a malicious actor obtaining control in excess of fifty
(50) percent of the aggregate hashrate on the Bitcoin Network. Periodically, the Bitcoin Network is designed
to adjust the difficulty for block solutions so that solution speeds remain in the vicinity of the
expected ten (10) minute confirmation time currently targeted by the Bitcoin Network protocol, but significant
reductions in aggregate hashrate on the Bitcoin Network could result in material delays in transaction confirmation
time. Any reduction in confidence in the confirmation process or aggregate hashrate of the Bitcoin
Network may adversely affect the utility and price of bitcoin, which may have a negative impact
on bitcoin futures.
A decline in the adoption of bitcoin could have a negative impact on the price of
bitcoin and the bitcoin trading venues and, in turn, a negative impact on the price and market for
bitcoin futures.
Bitcoin is used as a form of payment both directly and, more commonly, through an
intermediary service which converts bitcoin payments into local currency. However, the adoption
of bitcoin has been limited when compared with the increase in the price of bitcoin as determined by the
digital asset trading venues. This may indicate that the majority of bitcoin’s use continues to be for investment and speculative purposes. The continued adoption of bitcoin will require growth in its usage as a
means of payment and in the Bitcoin Blockchain for various applications.
A lack of expansion or a reduction in usage of bitcoin and the Bitcoin Blockchain
could adversely affect the digital asset trading venues. This, in turn, may have a negative impact
on the market for bitcoin. Even if growth in bitcoin adoption continues in the near or medium-term, there is
no assurance that bitcoin usage, or the market for bitcoin futures, will continue to grow over the long-term.
A contraction in the use of bitcoin may result in a lack of liquidity in the digital asset trading venues, increased
volatility in or a reduction to the price of bitcoin, and other negative consequences. This, in turn,
could exacerbate any lack of
11
liquidity in the market for bitcoin futures, cause increased volatility in, or a reduction
to the price, of bitcoin futures and other negative consequences. Each of these events could increase volatility
that would adversely impact the value of an investment in a Fund.
A new competing digital asset may pose a challenge to bitcoin’s current market dominance, resulting in a reduction in demand for bitcoin, which could have a negative impact on the price
and market for bitcoin.
The Bitcoin Network and bitcoin, as an asset, currently hold a “first-to-market” advantage over other digital assets. This first-to-market advantage has resulted in the Bitcoin Network
evolving into the most well-developed network of any digital asset. The Bitcoin Network currently enjoys
the largest user base of any digital asset and, more importantly, the largest combined mining power in use to secure
the Bitcoin Blockchain. Having a large mining network enhances user confidence regarding the security
of the Bitcoin Blockchain and long-term stability of the Bitcoin Network. However, the large mining
network also increases the difficulty of solving for bitcoins, which at times may incentivize miners to mine
other digital assets. It is possible that real or perceived shortcomings in the Bitcoin Network, technological,
regulatory or other developments could result in a decline in popularity and acceptance of bitcoin and
the Bitcoin Network.
It is possible that other blockchains will emerge that are similarly designed to serve
as an alternative payment system, such as those focused on privacy through the use of zero-knowledge
cryptography. These alternative blockchains have in the past and may in the future seek to compete with
the Bitcoin Network by offering networks that improve the speed of transaction processing, address issues
in the finality and variability of transaction fees in the Bitcoin Networks, and with lesser volatility in the digital asset’s price than bitcoin. The market demand for these alternative blockchains may reduce the market
demand for bitcoin which would adversely impact the price of bitcoin, and as a result, an investment
in the Fund.
It is also possible that other digital assets and trading systems could become more
widely accepted and used than bitcoin. In particular, digital assets “Ethereum”, “Ripple” and “Stellar” have acquired a substantial share of the digital asset market in recent years, which may be in part
due to perceived institutional backing, demand for unique or additional use‐cases, and/or demand for potentially advantageous features not incorporated into the Bitcoin Network and bitcoin. Additionally, growth
in market share for other digital assets may be in part due to demand for consensus mechanisms and scalability
different from the Bitcoin Network and bitcoin. Such demand may exceed demand for the Bitcoin Network
and bitcoin. There are other digital assets, or alt-coins, gaining momentum as the price of the bitcoin
continues to rise and investors see the cheaper digital assets as attractive alternatives. Additionally,
the continued rise of alt-coins could lead to a reduction in demand for bitcoin, which could have a negative impact
on the price and market for bitcoin and the digital asset trading venues.
Regulatory initiatives by governments and uniform law proposals by academics and participants
in the bitcoin economy may impact the use of bitcoin or the operation of the Bitcoin
Network in a manner that adversely affects bitcoin futures.
As bitcoin and other digital assets have grown in popularity and market size, certain
U.S. federal and state governments, foreign governments and self-regulatory agencies have begun to
examine the operations of bitcoin, cryptocurrencies and other digital assets, the Bitcoin Network, bitcoin users,
and the digital asset trading venues. Regulation of digital assets, like bitcoin, and initial coin offerings (“ICOs”) in the U.S. and foreign jurisdictions could restrict the use of bitcoin or impose other requirements
that may adversely impact the liquidity and price of bitcoin, the demand for bitcoin, the operations of the
digital asset trading venues and the performance of the bitcoin futures. If the digital asset trading venues become
subject to onerous regulations, among other things, trading in bitcoin may be concentrated in a smaller
number of crypto asset trading platforms, which may materially impact the price, volatility and trading volumes
of bitcoin. Additionally, the digital asset trading venues may be required to comply with tax,
anti-money laundering (“AML”), know-your-customer (“KYC”) and other regulatory requirements, compliance and reporting obligations that may make it more costly to transact in or trade bitcoin (which may
materially impact price, volatility or trading of bitcoin more generally). Each of these events could have
a negative impact on the price of bitcoin futures and increase volatility.
12
The regulation of bitcoin, digital assets and related products and services continues
to evolve. The inconsistent and sometimes conflicting regulatory landscape may make it more difficult
for bitcoin businesses to provide services, which may impede the growth of the bitcoin economy and have an
adverse effect on consumer adoption and the market value of bitcoin. Conversely, the resolution of these
conflicts may result in the rapid expansion of the bitcoin economy and consumer adoption. There is a possibility
of future regulatory change altering, perhaps to a material extent, the nature of an investment in a Fund
or the ability of the Fund to continue to operate.
Additionally, to the extent that bitcoin itself is determined to be a security, commodity
future or other regulated asset, or to the extent that a United States or foreign government
or quasi-governmental agency exerts regulatory authority over the Bitcoin Network, bitcoin trading or ownership
in bitcoin, the bitcoin futures may be adversely affected, which may have an adverse effect on the
value of your investment in a Fund. In sum, bitcoin regulation takes many different forms and will, therefore,
impact bitcoin and its usage in a variety of manners.
The Bitcoin Network is currently maintained by the Bitcoin Core and no single entity
owns the Bitcoin Network. However, with the growing adoption of bitcoin and the significant
increase in speculative activity surrounding bitcoin and digital assets, third parties may be increasingly
motivated to assert intellectual property rights claims relating to the operation of the Bitcoin Network or applications
built upon the Bitcoin Blockchain. Regardless of the merit of any intellectual property or other legal action,
any threatened action that reduces confidence in the Bitcoin Network’s or the Bitcoin Blockchain’s long-term viability or the ability of end-users to hold and transfer bitcoin may adversely affect the price of bitcoin
and adversely affect the bitcoin futures. Additionally, a meritorious intellectual property rights claim could
prevent end-users from accessing the Bitcoin Network or holding or transferring their bitcoin, which could
adversely affect the value of the bitcoin futures.
An interruption in Internet service or a limitation of Internet access could impact
the functionality of the Bitcoin Network.
The Bitcoin Network’s functionality relies on the Internet. A broadly accepted and widely adopted decentralized network is necessary for a fully-functional blockchain network, such
as the Bitcoin Network. Features of the Bitcoin Network, such as decentralization, open source protocol, and
reliance on peer-to-peer connectivity, are essential to preserve the stability of the network and decrease
the risk of fraud or cyber-attacks. A significant disruption of Internet connectivity affecting large numbers
of users or geographic areas could impede the functionality of the Bitcoin Network. Any technical disruptions
or regulatory limitations that affect Internet access may have an adverse effect on the Bitcoin
Network, the price of bitcoin and bitcoin futures.
ETHER RELATED INVESTMENTS
Ether
Ether is a digital asset which serves as the unit of account on an open-source, decentralized,
peer-to-peer computer network. Ether may be used to pay for goods and services, stored
for future use, or converted to a fiat currency. As of the date of this SAI, the adoption of ether for
these purposes has been limited. The value of ether is not backed by any government, corporation, or other
identified body.
The value of ether is determined in part by the supply of and demand for, ether in
the markets for exchange that have been organized to facilitate the trading of ether. Ether is the
second largest digital asset by market capitalization behind bitcoin.
Ether is maintained on the decentralized, open source, peer-to-peer computer network (“Ethereum Network”). No single entity owns or operates the Ethereum Network.
Ether is the native token on the Ethereum Network, but users may create additional
tokens, the ownership of which is recorded on the Ethereum Network. As with other digital assets,
ether and the
13
Ethereum blockchain have been designed to support a number of applications and use
cases. For ether, these include: serving as a medium or 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-native tokens (including non-fungible tokens and asset-backed tokens), and supporting various “layer 2” projects. Compared to the Bitcoin Network, which is solely intended to record the ownership of bitcoin,
the intended uses of the Ethereum Network are far more broad.
The Ethereum Foundation (“EF”) is a non-profit organization that is dedicated to supporting Ethereum and related technologies. The EF, alongside other organizations, supports
Ethereum Protocol development through funding and advocacy. The EF finances its activities through its
initial allocation of ether at the launch of the Ether Network in 2015. Although the EF does not control Ethereum,
and is one of many organizations within the Ethereum ecosystem, it is the most significant driving force
for Ethereum Protocol development and support of Ethereum generally.
Ethereum Network
The infrastructure of the Ethereum Network is collectively maintained by participants
in the Ethereum Network, which include validators, developers, and users. Validators validate
transactions and are currently compensated for that service in ether, as determined by the Ethereum Protocol.
Developers maintain and contribute updates to the Ethereum Network’s source code. Users access the Ethereum Network using open-source software. Anyone can be a user, developer, or validator.
Ether is maintained on a digital transaction ledger commonly known as a “blockchain.” A blockchain is a type of shared and continually reconciled database, stored in a decentralized
manner on the computers of certain users of the digital asset and is protected by cryptography. The Ethereum
blockchain contains a record and history for each ether transaction.
The Ethereum blockchain allows for the creation of decentralized applications that
are supported by a transaction protocol referred to as “smart contracts,” which includes the cryptographic operations that verify and secure ether transactions. A smart contract operates by a pre-defined set of rules (i.e., “if/then statements”) that allows it to automatically execute code on the Ethereum Network. Such actions
taken by the pre-defined set of rules are not necessarily contractual in nature but are intended to eliminate
the need for a third party to carry out code execution on behalf of users, making the system decentralized, allowing
decentralized application developers to create a wide range of applications.
Ethereum Protocol
The Ether Protocol is an open source project with no official company or group in
control. Anyone can review the underlying code and suggest changes. Because there is no central authority,
the release of updates to the Ethereum Protocol source code by developers does not guarantee that
the updates will be automatically adopted by the other participants. Users and validators must accept
any changes made to the source code by downloading the proposed modification and that modification is effective
only with respect to those ether users and validators who choose to download it. As a practical matter,
a modification to the source code becomes part of the Ethereum Network only if it is accepted by validators that
collectively represent a supermajority (two-thirds) of the cumulative validations on the Ethereum blockchain.
If a modification is accepted by only a portion of users and validators, a division
will occur such that one network will run the pre-modification source code and the other network will
run the modified source code. Such a division is known as a “fork.”
New ether is created through “staking” of ether by validators. Validators are required to stake ether in order to perform validation activities and then, as a reward, earn newly created
ether. Validation activities include verifying transactions, storing data, and adding to the Ethereum blockchain.
Further, with its collective computing power on the distributed network, the Ethereum Network provides the ability
to execute peer-to-peer transactions to realize, via smart contracts, automatic, conditional
transfer of value and information, including money, voting rights, and property.
14
An Ethereum private key controls the transfer or “spending” of ether from its associated public Ethereum address. An Ethereum “wallet” is a collection of public Ethereum addresses and their associated private key(s). It is designed such that only the owner of ether can send ether, only
the intended recipient of ether can unlock what the sender sent and both transactions and ownership can be verified
by any third party anywhere in the world.’
Fees need to be paid in ether in order to facilitate transactions and execute smart
contracts. The fee that is charged is called “gas.” Gas price is often a small fraction of ether, which is denoted in the unit of Gwei (10^9 Gwei = 1 ether). Gas is essential in sustaining the Ethereum Network. It
incentivizes validators to process and verify transactions and incentivizes new validators to stake ether. Gas
fees are a product of Ethereum Network demand relative to the Ethereum Network’s capacity.
Ether Futures
A futures contract is a standardized contract traded on, or subject to the rules of,
an exchange to buy or sell a specified type and quantity of a particular underlying asset at a designated
price. Futures contracts are traded on a wide variety of underlying assets, including ether, bonds, interest
rates, agricultural products, stock indexes, currencies, digital assets, energy, metals, economic indicators and
statistical measures. The notional size and calendar term of futures contracts on a particular underlying asset
are identical and are not subject to any negotiation, other than with respect to price and the number of contracts
traded between the buyer and seller. Futures contracts expire on a designated date, referred to as the “expiration date.”
Each Fund generally deposits cash (also known as “margin”) with an FCM for its open positions in futures contracts. The margin requirements or position limits may be based on the
notional exposure of the futures contracts or the number of futures contracts purchased. The FCM, in turn,
generally transfers such deposits to the clearing house to protect the clearing house against non-payment by a Fund. “Variation Margin” is the amount of cash that each party agrees to pay to or receive from the other to reflect the daily fluctuation in the value of the futures contract. The clearing house becomes substituted
for each counterparty to a futures contract and, in effect, guarantees performance. In addition, the FCM
may require a Fund to deposit additional margin collateral in excess of the clearing house’s requirements for the FCM’s own protection. Margin requirements for CME Ether Futures are substantially higher than
margin requirements for many other types of futures contracts.
CME Ether Futures commenced trading on the CME Globex electronic trading platform
on February 8, 2021 under the ticker symbol “ETH”. CME Ether Futures are cash-settled in U.S. dollars, based on the CME CF Ether Reference Rate. The CME CF Ether Reference Rate is a volume-weighted
composite of U.S. dollar-ether trading activity on the Constituent Exchanges. The Constituent
Exchanges are selected by CF Benchmarks based on the Constituent Exchange Criteria. The Constituent Exchange
Criteria requires each Constituent Exchange to implement policies and procedures to ensure fair and transparent
market conditions and to identify and impede illegal, unfair or manipulative trading practices. Additionally,
each Constituent Exchange must comply with, among other things, capital market regulations, money transmission
regulations, client money custody regulations, know-you-client regulations and anti-money laundering
regulations.
Each Constituent Exchange is reviewed annually by an oversight committee established
by CF Benchmarks to confirm that the Constituent Exchange continues to meet all criteria.
CF Benchmarks and the CME CF Ether Reference Rate are subject to United Kingdom Financial Conduct Authority
Regulation
Although a Fund does not invest in ether, events impacting the price of ether across
all ether trading venues could impact the price and market for ether futures, and therefore the performance
of the Fund. Such trading venues may serve as a pricing source for the calculation of the CME CF Ether
Reference Rate which provides reference prices for final settlement of CME ether futures. These trading
venues are or may become subject to regulatory actions that may have a material adverse impact on a Fund, its
investments, and its ability to implement its investment strategy.
The liquidity of the market for ether futures depends on, among other things: the
supply and demand for ether futures; the supply and demand for ether; the adoption of ether for commercial
uses; the anticipated
15
increase of investments in ether-related investment products by retail and institutional
investors; speculative interest in ether, ether futures, and ether-related investment products; regulatory
or other restrictions on investors’ ability to invest in ether futures; and the potential ability to hedge against the price of ether with ether futures (and vice versa).
The market for ether futures may be illiquid. This means that a Fund may not be able
to buy and sell ether futures quickly or at the desired price. For example, it is difficult to
execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market.
A materially adverse development in one or more of the factors on which the liquidity of the market for
ether futures depends may cause the market to become illiquid, for short or long periods. In such markets, a
Fund may not be able to buy and sell ether futures quickly (or at all) or at the desired price. Market illiquidity
may cause losses for a Fund. Additionally, the large size of the futures positions which a Fund may acquire
increases the risk of illiquidity, as larger positions may be more difficult to fully liquidate, may take
longer to liquidate, and, as a result of their size, may expose the Fund to potentially more significant losses while
trying to do so. Limits imposed by counterparties, exchanges or other regulatory organizations, such as accountability
levels, position limits and daily price fluctuation limits, may contribute to a lack of liquidity with
respect to some financial instruments and have a negative impact on Fund performance. During periods of market
illiquidity, including periods of market disruption and volatility, it may be difficult or impossible for
a Fund to buy or sell futures contracts or other financial instruments.
The contractual obligations of a buyer or seller holding a futures contract to expiration
may be satisfied by settling in cash as provided by the terms of such contract. However,
a Fund does not intend to hold ether futures through expiration. Instead, the Fund intends to “roll” futures positions. “Rolling” refers to a process whereby futures contracts nearing expiration are closed out and replaced
with identical futures contracts with a later expiration date. Accordingly, each Fund is subject to risks
related to rolling.
When the market for certain futures contracts is such that the prices are higher in
the more distant delivery months than in the nearer delivery months, the sale during the course of the “rolling process” of the more nearby ether futures would take place at a price that is lower than the price
of the more distant ether futures. This pattern of higher futures prices for longer expiration ether futures
is often referred to as “contango.” Alternatively, when the market for certain ether futures is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the rolling
process of the more nearby ether futures would take place at a price that is higher than the price of
the more distant ether futures. This pattern of higher future prices for shorter expiration ether futures is referred to as “backwardation.”
There have been extended periods in which contango or backwardation has existed in
certain futures markets in general. Such periods could occur in the future for ether futures and may
cause significant and sustained losses. Additionally because of the frequency with which a Fund may roll
futures contracts, the impact of contango or backwardation on Fund performance may be greater than it would
have been if the Fund rolled futures contracts less frequently.
The CME has established margin requirements for ether futures at levels that may be
substantially higher than the margin requirements for more established futures contracts. The Futures
Commission Merchants (“FCMs”) utilized by a Fund may impose margin requirements in addition to those imposed by the exchanges. Margin requirements are subject to change, and may be raised in the future
by the exchanges and the FCMs. Margin Requirements may be more likely to change during periods of high
volatility. High margin requirements could prevent a Fund from obtaining sufficient exposure to ether futures
and may adversely affect its ability to achieve its investment objective. An FCM’s failure to return required margin to a Fund on a timely basis may cause such Fund to delay redemption settlement dates and/or restrict,
postpone or limit the right of redemption.
The term “margin” refers to the minimum amount a Fund must deposit and maintain with its FCM in order to establish an open position in futures contracts. The minimum amount of
margin required in connection with a particular futures contract is set by the exchange on which such
contract is traded and is subject to change at any time during the term of the contract. FCMs may require customers
to post additional
16
amounts above the required minimums. Futures contracts are customarily bought and
sold on margins that represent a percentage of the aggregate purchase or sales price of the contract.
In addition, FCMs utilized by a Fund may impose limits on the amount of exposure to
futures contracts the Fund can obtain through such FCMs. As a result, a Fund may need to transact
through a number of FCMs to achieve its investment objective. If enough FCMs are not willing to transact
with a Fund, or if exposure limits imposed by such FCMs do not provide sufficient exposure, a Fund may
not be able to achieve its investment objective.
There may be circumstances that could prevent or make it impractical for a Fund to
operate in a manner consistent with its investment objective and investment strategies.
The price of ether has experienced periods of extreme volatility. The price of ether
may change dramatically and without warning. This volatility is due to a number of factors, including
the supply and demand for ether, concerns about potential manipulation of the price of ether and
the safety of ether, market perceptions of the value of ether as an investment, continuing development of the
regulations applicable to ether, and the changes exhibited by an early-stage technological innovation.
It is believed that speculators and investors who seek to profit from trading and
holding ether currently account for a significant portion of ether demand. Such speculation regarding
the potential future appreciation in the price of ether may artificially inflate or deflate the price of
ether. Conversely, evolving government regulation, the perception of onerous regulatory actions, concerns over
the potential for fraud and manipulation of the price of ether and other factors may cause a drop in the price
of ether. Developments related to the Ethereum Network’s operations, also contribute to the volatility in the price of ether. These factors may continue to cause the price of ether to be volatile, which may have a
negative impact on the performance of the ether futures and on the performance of a Fund.
The trading of ether is fragmented across numerous trading venues. The fragmentation
of the volume of ether transactions across multiple trading venues can lead to a higher volatility
than would be expected if volume was concentrated in a single trading venue. Market fragmentation and volatility
increases the likelihood of price differences across different trading venues.
Market participants trading ether futures may seek to “hedge” or otherwise manage their exposure to such contracts by taking offsetting positions in ether. Fragmentation may require
market participants to analyze multiple prices, which may be inconsistent and quickly changing. Fragmentation
also may require market participants to potentially fill their positions through a number of transactions
on different crypto asset trading platforms. These factors potentially increase the cost and uncertainty of
trading ether and may decrease the effectiveness of using transactions in ether to help manage or offset positions
in ether futures. Market participants who are unable to fully or effectively manage or hedge their positions
in ether futures typically would be expected to widen the bid-ask spreads on such contracts, which could potentially
decrease the trading volume and liquidity of such contracts and have a negative impact on the price
of such contracts.
Ether, the Ethereum Network and ether trading venues are relatively new. Unlike the
exchanges for more traditional assets, such as equity securities and futures contracts, ether trading
venues are largely unregulated and may be operating out of compliance with applicable regulation. Ether
crypto asset trading platforms that are regulated typically must comply with minimum net worth, cybersecurity,
and anti-money laundering requirements, but are not typically required to protect customers or their
markets to the same extent that regulated securities exchanges or futures exchanges are required to do
so. As a result, markets for ether may be subject to manipulation or fraud and may be subject to larger and/or
more frequent sudden declines than assets traded on more traditional exchanges. Investors in ether may
lose money, possibly the entire value of their investments.
There is no central registry showing which individuals or entities own ether or the
quantity of ether that is owned by any particular person or entity. It is possible that a small group
of early ether adopters hold a significant proportion of the ether that has been thus far created. There are no regulations
in place that would
17
prevent a large holder of ether or a group of holders from selling their ether, which
could depress the price of ether, or otherwise attempting to manipulate the price of ether or the Ethereum Network.
Events could adversely affect the price of ether, reduce user confidence in ether,
the Ethereum Network and the fairness of the venues for trading ether and slow (or even reverse)
the further adoption of ether.
Malicious actors could theoretically structure an attack whereby they gain control
of more than half of the network’s staked ether, or “aggregate stake.” If a malicious actor or group of actors acquired a stake exceeding the rest of the Ethereum Network, they would be able to exert unilateral
control over the addition of blocks to the Ethereum blockchain. This would allow them to engage in “double spending,” prevent other transactions from being confirmed on the Ethereum blockchain or prevent other validators
from validating any new blocks. Each of these events, among other things, could adversely affect the price
of ether, reduce user confidence in the Ethereum Network and the fairness of ether trading venues, and slow
(or even reverse) the further adoption of ether.
The Ethereum Protocol was built using open source software by a small group of developers
who help develop and maintain the original version of ether, the underlying asset upon
which ether futures are based. The open source nature of the Ethereum Protocol permits any developer to review
the underlying code and suggest changes to it. If accepted by a sufficient number of validators, these
changes may result in substantial changes to the Ethereum Network, including changes that result in “forks” (as described herein). It is possible that the price of ether futures subsequent to a “fork” may be linked to the price of ether on only one of the resulting Ethereum Networks, rather than the aggregate price of ether on
all resulting Ethereum Networks.
In April 2016, a decentralized autonomous organization, known as “The DAO” launched on the Ethereum Network. Decentralized autonomous organizations operate on smart contracts
which form a foundational framework that dictates how the organization will operate. In exchange
for ether, The DAO created DAO Tokens (proportional to the amount of ether paid) that were then assigned
to the Ethereum blockchain address of the person or entity remitting the ether. A DAO Token granted
the DAO Token holder certain voting and ownership rights in The DAO. In June 2016, The DAO smart contract
code was hacked, resulting in approximately one-third of the total ether raised in The DAO’s offering being diverted to an Ethereum blockchain address controlled by the attacker, an unknown individual or group.
In response to the attack, and upon a vote of Ethereum community members, a “hard fork” was implemented which had the effect of transferring all of the funds raised (including those held by the attacker)
from The DAO to a recovery address, where DAO Token holders could exchange their DAO Tokens for ether.
Any DAO Token holders who adopted the hard fork could exchange their DAO Tokens for ether and avoid
any loss. The permanent hard fork resulted in two different versions of the Ethereum blockchain:
Ethereum and Ethereum Classic.
The CME considers a hard fork of the Ethereum blockchain where both forks continue
to be actively validated and traded but may not be fungible with each other, as an unusual and extreme
circumstance. The CME has determined, in the event of a hard fork or other circumstance in which the
split of ether is expected, CME shall decide what action to take to align ether futures exposure with cash market
exposures, as the CME deems appropriate. It is possible that, notwithstanding the protocols implemented
to attempt to address the impact of forks on ether futures, forks and similar events could have an adverse effect
on the price of ether and the ether futures in which a Fund invests and may adversely affect an investment
in the Fund. The price of ether is highly volatile, which could have a negative impact on the price and trading
of ether futures, and the performance of a Fund.
It is believed that speculators and investors who seek to profit from trading and
holding ether currently account for a significant portion of ether demand. Such speculation regarding
the potential future appreciation in the price of ether may artificially inflate or deflate the price of
ether. Conversely, evolving government regulation, the perception of onerous regulatory actions, concerns over
the potential for fraud and manipulation of the price of ether and other factors may cause a drop in the price
of ether. Developments
18
related to the Ethereum Network’s operations, also contribute to the volatility in the price of ether. These factors may continue to cause the price of ether to be volatile, which may have a
negative impact on the performance of the ether futures and on the performance of a Fund.
Since the price and trading of ether futures is influenced by the price of ether and
events impacting the price of ether, the Ethereum Network or the ether trading venues, each of the
events described above could have a negative impact on the price and market for ether futures. For example,
such events could lead to a lack of liquidity in the market for ether futures or have a negative impact on
the price of ether futures.
Changes in the Ethereum Network could have an adverse effect on the operation and
price of ether, which could have an adverse effect on the price of ether futures and the value of
an investment in a Fund.
New ether is created when ether “validators” use their stake on the Ethereum Network to participate in the consensus mechanism, which records and verifies every ether transaction on
the Ethereum Blockchain. In return for their services, validators are rewarded through receipt of a set amount
of ether. If transaction fees are not sufficiently high or if transaction fees increase to the point of being prohibitively
expensive for users, validators may not have an adequate incentive to continue validating and may cease
their operations.
If the price of ether or the reward for validating new blocks is not sufficiently
high to incentivize validators, validators may cease participating in the consensus mechanism and, as
a result, confirmations of transactions on the Ethereum Blockchain could be slowed temporarily and inhibit the
function of the Ethereum Network. This could have a negative impact on the value of an investment
in a Fund.
Additionally, if the price of ether falls below that which is required for validators
to turn a profit, some validators may temporarily discontinue their operations. If validators reduce
or cease their operations, it would reduce the aggregate stake on the Ethereum Network, which would adversely affect
the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are
added to the blockchain and make the Ethereum Network more vulnerable to a malicious actor or actors. If one
or more validators obtain control of greater than thirty-three (33) percent of the aggregate stake on
the Ethereum Network, those validators may attempt to reshuffle or reorder blocks in the Ethereum blockchain,
potentially excluding valid transactions or permitted “double spending” of ether. Malicious actors controlling greater than thirty-three (33) percent of the aggregate stake could also potentially resolve two forks of the Ethereum
blockchain simultaneous, which would cause confusion and likely result in reduced confidence
in the Ethereum blockchain, both of which would have a material adverse impact on the value of ether
and ether futures, and as a result, an investment in the Fund. However, any such attack would likely result
in the malicious validators forfeiting their staked ether. Any reduction in confidence in the confirmation
process or aggregate stake of the Ethereum Network may adversely affect the utility and price of ether,
which may negatively impact ether futures and an investment in a Fund.
A decline in the adoption of ether could have a negative impact on the price of ether
and the ether trading venues and, in turn, a negative impact on the price and market for ether futures
and the value of an investment in a Fund.
Ether is used as a form of payment both directly and, more commonly, through an intermediary
service which converts ether payments into local currency. However, the adoption of
ether has been limited when compared with the increase in the price of ether as determined by the ether trading
venues. This may indicate that the majority of ether’s use continues to be for investment and speculative purposes. The continued adoption of ether will require growth in its usage as a means of payment
and in the Ethereum Blockchain for various applications.
A lack of expansion or a reduction in usage of ether and the Ethereum Blockchain could
adversely affect the ether trading venues. This, in turn, may have a negative impact on the
market for ether futures and the performance of the Fund. Even if growth in ether adoption continues in the near
or medium-term, there is no assurance that ether usage, or the market for ether futures, will continue to grow
over the long-term. A contraction in the use of ether may result in a lack of liquidity in the ether trading
venues, increased volatility in or a reduction in the price of ether, and other negative consequences. This, in
turn, could exacerbate any
19
lack of liquidity in the market for ether futures, cause increased volatility in,
or a reduction to the price, of ether futures and other negative consequences. Each of these events could adversely
impact the value of an investment in a Fund.
A new competing digital asset may pose a challenge to ether’s current market dominance, resulting in a reduction in demand for ether, which could have a negative impact on the price
and market for ether and, in turn, a negative impact on the price and market for ether futures and the value
of an investment in a Fund.
It is possible that other blockchains will emerge that are similarly designed to support
the development, deployment, and operation of smart contracts. These alternative blockchains
have in the past and may in the future seek to compete with the Ethereum Network by offering faster transaction
processing and/or lower fees. The market demand for these alternative blockchains may reduce the market
demand for ether which would adversely impact an investment in a Fund.
The Ethereum blockchain has at times experienced material network congestion, high
transaction fees and other scalability challenges. Although the Ethereum Foundation has proposed
various updates to the Ethereum blockchains protocol to address these challenges, to date they have been
primarily addressed by sol-called “layer 2” solutions. Layer 2 networks generally require users to “lock” ether into the layer 2 network in order to benefit from their efficiencies, thereby making the locked ether
unavailable to transfer on the underlying blockchain or within other layer 2 networks. While these solutions
have, in the past, reduced fees and increased transaction times, they result in the actions of development teams
whose interests may not be aligned with that of the greater Ethereum community. Further, there is no guarantee
that these layer 2 solutions will continue to be effective or that users or and investors in public blockchains
will not determine that blockchains without scalability issues or a reliance on layer 2 solutions are
preferable. There is a risk that multiple layer 2 solutions will not be compatible with each other or the underlying
blockchain network or that a layer 2 solution, if not implemented correctly, would compromise the security or
decentralization of the underlying blockchain network.
Regulatory initiatives by governments and uniform law proposals by academics and participants
in the ether economy may impact the use of ether or the operation of the Ethereum Network
in a manner that adversely affects ether futures and the value of an investment in a Fund.
As ether and other digital assets have grown in popularity and market size, certain
U.S. federal and state governments, foreign governments and self-regulatory agencies have begun to
examine the operations of ether, digital assets and other digital assets, the Ethereum Network, ether users,
and the ether trading venues. Regulation of digital assets, like ether, and initial coin offerings (“ICOs”) in the U.S. and foreign jurisdictions could restrict the use of ether or impose other requirements that may adversely impact
the liquidity and price of ether, the demand for ether, the operations of the ether trading venues and the
performance of the ether futures. If the ether trading venues become subject to onerous regulations or are
required to comply with existing applicable regulations, among other things, trading in ether may be concentrated
in a smaller number of crypto asset trading platforms, which may materially impact the price, volatility
and trading volumes of ether. Additionally, the ether trading venues may be required to comply with tax,
anti-money laundering (“AML”), know-your-customer (“KYC”) and other regulatory requirements, compliance and reporting obligations that may make it more costly to transact in or trade ether (which may
materially impact price, volatility or trading of ether more generally). Each of these events could have a
negative impact on ether futures and the value of an investment in a Fund.
The regulation of ether, digital assets and related products and services continues
to evolve. The inconsistent and sometimes conflicting regulatory landscape may make it more difficult
for ether businesses to provide services, which may impede the growth of the ether economy and have an adverse
effect on consumer adoption and the market value of ether. There is a possibility of future regulatory
change altering, perhaps to a material extent, the nature of an investment in a Fund or the ability of a Fund to
continue to operate.
Additionally, to the extent that ether itself is determined to be a security, commodity
future or other regulated asset, or to the extent that a United States or foreign government or quasi-governmental
agency exerts regulatory authority over the Ethereum Network, ether trading or ownership
in ether, the ether futures
20
may be adversely affected, which may have an adverse effect on the value of your investment
in a Fund. In sum, ether regulation takes many different forms and will, therefore, impact ether
and its usage in a variety of manners.
No single entity owns the Ethereum Network. However, with the growing adoption of
ether and the significant increase in speculative activity surrounding ether and digital assets,
third parties may be increasingly motivated to assert intellectual property rights claims relating to the
operation of the Ethereum Network or applications built upon the Ethereum Blockchain. Regardless of the merit
of any intellectual property or other legal action, any threatened action that reduces confidence in the Ethereum Network’s or the Ethereum Blockchain’s long-term viability or the ability of end-users to hold and transfer ether may adversely affect the price of ether and adversely affect the ether futures. Additionally, a
meritorious intellectual property rights claim could prevent end-users from accessing the Ethereum Network or holding
or transferring their ether, which could adversely affect the value of the ether futures. As a result, an
intellectual property rights claim against Ethereum Network participants could have a material adverse impact on
a Fund.
An interruption in Internet service or a limitation of Internet access could impact
the functionality of the Ethereum Network.
The Ethereum Network’s functionality relies on the Internet. A broadly accepted and widely adopted decentralized network is necessary for a fully-functional blockchain network, such
as the Ethereum Network. Features of the Ethereum Network, such as decentralization, open source protocol,
and reliance on peer-to-peer connectivity, are essential to preserve the stability of the network
and decrease the risk of fraud or cyber-attacks. A significant disruption of Internet connectivity affecting large
numbers of users or geographic areas could impede the functionality of the Ethereum Network. Any technical
disruptions or regulatory limitations that affect Internet access may have an adverse effect on the
Ethereum Network, the price of ether and ether futures and therefore adversely affect the value of an investment
in a Fund.
If ether is determined or is expected to be determined to be a security under the
federal securities laws, that could materially and adversely affect the trading of ether futures contracts
held by a Fund and the Fund’s ability to pursue its investment objective. For example, in general a futures contract on a security is regulated as a security futures product, which is an instrument that may only be listed
in accordance with CFTC and SEC requirements and traded on a facility (and through intermediaries) that
is registered with both the SEC and CFTC. At present, ether futures contracts held by a Fund are not listed
in accordance with such requirements. If ether is determined or alleged to be a security, it is possible that
trading in ether futures contracts held by a Fund could be halted or otherwise disrupted, become illiquid and/or
lose significant value and a Fund may have difficulty unwinding or closing out its ether futures contracts.
In that event, value of an investment in a Fund - could decline significantly and without warning, including
to zero. There is no guarantee that security futures contracts on ether would be begin trading on any particular
timeframe or at all or that a Fund would be able to invest in such instruments. The determination that
ether is a security and the related impacts on ether futures contracts may result in extraordinary expenses for
a Fund.
Correlation of Bitcoin and Ether
Historically, the spot price movements of ether and bitcoin generally have been correlated.
The spot prices of ether historically have generally been more volatile than the spot prices
of bitcoin (i.e. rising more than the spot prices of bitcoin on days that the spot prices of bitcoin rises and
falling more than bitcoin on days that the spot prices of bitcoin falls). There is no guarantee that this correlation
will continue or that the prices of ether or bitcoin will be dependent upon, or otherwise related to, each other
or that the relative volatility of spot bitcoin and spot ether will continue.
21
FUTURES CONTRACTS
Futures in General
A cash-settled futures contract obligates the seller to deliver (and the purchaser
to accept) an amount of cash equal to a specific dollar amount multiplied by the difference between the
final settlement price of a specific futures contract and the price at which the agreement is made. No physical
delivery of the underlying asset is made.
Each Fund generally engages in closing or offsetting transactions before final settlement
of a futures contract wherein a second identical futures contract is sold to offset a long position
(or bought to offset a short position). In such cases, the obligation is to deliver (or take delivery of)
cash equal to a specific dollar amount multiplied by the difference between the price of the offsetting transaction
and the price at which the original contract was entered into. If the original position entered into is a long
position (futures contract purchased) there will be a gain (loss) if the offsetting sell transaction is carried
out at a higher (lower) price, inclusive of commissions. If the original position entered into is a short position
(futures contract sold) there will be a gain (loss) if the offsetting buy transaction is carried out at a lower
(higher) price, inclusive of commissions.
Whether a Fund realizes a gain or loss from futures activities depends generally upon
movements in the underlying asset. The extent of a Fund’s loss from an unhedged short position in futures contracts is potentially unlimited, and investors may lose the amount that they invested plus any
profits recognized on their investment. Each Fund will engage in transactions in futures contracts that
are traded on a U.S. exchange or board of trade or that have been approved for sale in the U.S. by the Commodity
Futures Trading Commission (“CFTC”).
All of a Fund’s transactions in futures will be entered into through a futures commission merchant (“FCM”) regulated by the CFTC or under a foreign regulatory regime that has been recognized as equivalent by the CFTC. Under U.S. law, an FCM is the sole type of entity that may hold collateral
in respect of cleared futures. All futures entered into by a Fund will be cleared by a clearing house that
is regulated by the CFTC. A Fund’s FCM may limit a Fund’s ability to invest in certain futures contracts. Such restrictions may adversely affect a Fund’s performance and its ability to achieve its investment objective.
In addition, the CFTC and the exchanges are authorized to take extraordinary actions
in the event of a market emergency, including, for example, the implementation of higher margin requirements,
the establishment of daily price limits and the suspension of trading.
Futures Margin Requirements
Upon entering into a futures contract, a Fund will be required to deposit with its
FCM an amount of cash or cash equivalents equal to a small percentage of the contract’s value (these amounts are subject to change by the FCM or clearing house through which the trade is cleared). This amount, known as “initial margin,” is in the nature of a performance bond or good faith deposit on the contract and is returned to a Fund upon termination of the futures contract, assuming all contractual obligations
have been satisfied. Subsequent payments, known as “variation margin,” to and from the broker will be made daily as the price of the index underlying the futures contract fluctuates, making the positions in the
futures contract more or less valuable, a process known as “marking-to-market.” At any time prior to expiration of a futures contract, a Fund may elect to close its position by taking an opposite position, which will operate to terminate the Fund’s existing position in the contract. A party to a futures contract is subject to the
credit risk of the clearing house and the FCM through which it holds its position. Credit risk of market participants
with respect to futures is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding
of a clearing house would be conducted and what impact an insolvency of a clearing house would have on
the financial system. An FCM is generally obligated to segregate all funds received from customers with
respect to customer futures positions from the FCM’s proprietary assets. However, all funds and other property received by an FCM from its customers are generally held by the FCM on a commingled basis in an omnibus
account, and
22
the FCM may invest those funds in certain instruments permitted under the applicable
regulations. The assets of a Fund might not be fully protected in the event of the bankruptcy of the Fund’s FCM, because the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the FCM’s customers for a relevant account class. Also, the FCM is required to transfer to the
clearing house the amount of margin required by the clearing house for futures positions, which amounts are
generally held in an omnibus account at the clearing house for all customers of the FCM. If an FCM does
not comply with the applicable regulations or its agreement with a Fund, or in the event of fraud or misappropriation
of customer assets by a FCM, the Fund could have only an unsecured creditor claim in an insolvency
of the FCM with respect to the margin held by the FCM.
Correlation Risk
The primary risks associated with the use of futures contracts are imperfect correlation
between movements in the price of the futures and the market value of the underlying assets,
and the possibility of an illiquid market for a futures contract. Although a Fund intends to buy or sell futures
contracts only if there is an active market for such contracts, no assurance can be given that a liquid market
will exist for any particular contract at any particular time. Many futures exchanges and boards of trade
limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once
the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond
that limit or trading may be suspended for specified periods during the day. Futures contract prices could move
to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation
of futures positions and potentially subjecting a Fund to substantial losses. If trading is not possible,
or if a Fund determines not to close a futures position in anticipation of adverse price movements, a Fund will
be required to make daily cash payments of variation margin. The risk that a Fund will be unable to close out
a futures position will be minimized by entering into such transactions on a national exchange with an active
and liquid secondary market.
Speculative Position Limits and Accountability Levels
The CFTC and domestic exchanges have established speculative position limits (“position limits”) on the maximum speculative position which any person, or group of persons acting in concert,
may hold or control in particular futures and options on futures contracts. All positions owned
or controlled by the same person or entity, even if in different accounts, must be aggregated for purposes of
determining whether the applicable position limits have been exceeded. Thus, even if a Fund does not intend
to exceed applicable position limits, it is possible that different clients managed by the Advisor may
be aggregated for this purpose. Although it is possible that the trading decisions of the Advisor may have to be modified
and that positions held by a Fund may have to be liquidated in order to avoid exceeding such limits,
the Advisor believes that this is unlikely. The modification of investment decisions or the elimination of open
positions, if it occurs, may adversely affect the profitability of a Fund. A violation of position limits could
also lead to regulatory action materially adverse to a Fund’s investment strategy.
In addition the domestic exchanges have established accountability levels (“accountability levels”) on futures contracts traded on U.S.-based Futures exchanges. The accountability levels
establish a threshold above which the exchange may exercise greater scrutiny and control over a Fund’s positions.
If a Fund were to reach its position limits and position accountability levels on
bitcoin or ether futures contracts, or if the Advisor believes it is reasonably likely to do so, the
Advisor intends to take such action as it believes appropriate and in the best interest of a Fund in light of the
totality of the circumstances at such time. In such instances, a Fund reserves the right to invest in U.S. listed
equity securities whose performance the Advisor believes may correspond, or be closely related, to the performance
of bitcoin, ether, bitcoin futures contracts, or ether futures contracts, such as equity securities of
companies involved in the digital asset industry. Each Fund may also consider investing any cash on hand due
to position limits or accountability levels in money market instruments. Each Fund also may, after consultation
with the Staff of the SEC, consider investing in U.S. listed futures contracts on digital assets other
than bitcoin or ether or in
23
other crypto-related instruments whose performance the Advisor believes may correspond
to the performance of bitcoin, bitcoin futures, ether or ether futures contracts, such as exchange traded
notes and funds, privately offered funds, or swaps on an ether reference rate. Each Fund would not invest in
these other instruments if doing so would be inconsistent with applicable law or regulation or the then-stated
position of the SEC or its staff. In addition, the Advisor might recommend to the Board that a Fund convert to
an open-end or closed-end fund structure or other pooled investment vehicle that invests directly
in spot bitcoin and spot ether.
DEBT INSTRUMENTS
Below is a description of various types of money market instruments and other debt
instruments that a Fund may utilize for investment purposes or for liquidity purposes. Other types
of money market instruments and debt instruments may become available that are similar to those described
below and in which a Fund also may invest consistent with their investment goals and policies. Each Fund
may also invest in pooled investment vehicles that invest in, and themselves qualify as, money market
instruments.
Money Market Instruments
To seek its investment objective, as a cash reserve, for liquidity purposes each Fund
may invest all or part of its assets in cash or cash equivalents, which include, but are not limited
to, short-term money market instruments, U.S. government securities, floating and variable rate notes,
commercial paper, certificates of deposit, time deposits, bankers’ acceptances or repurchase agreements and other short-term liquid instruments secured by U.S. government securities. Each Fund may invest in money market
instruments issued by foreign and domestic governments, financial institutions, corporations and other
entities in the U.S. or in any foreign country. Each Fund may also invest in pooled investment vehicles that
invest in, and themselves qualify as, money market instruments.
U.S. Government Securities
A Fund may invest in U.S. government securities in pursuit of its investment objectives or for liquidity purposes.
U.S. government securities include U.S. Treasury securities, which are backed by the
full faith and credit of the U.S. Treasury and which differ only in their interest rates, maturities,
and times of issuance: U.S. Treasury bills, which have initial maturities of one year or less; U.S. Treasury
notes, which have initial maturities of one to ten years; and U.S. Treasury bonds, which generally have initial
maturities of greater than ten years. In addition, U.S. government securities include Treasury Inflation-Protected Securities (“TIPS”). TIPS are inflation-protected public obligations of the U.S. Treasury. These securities
are designed to provide inflation protection to investors. TIPS are income generating instruments whose interest
and principal payments are adjusted for inflation—a sustained increase in prices that erodes the purchasing power of money. The inflation adjustment, which is typically applied monthly to the principal of the
bond, follows a designated inflation index such as the Consumer Price Index. A fixed-coupon rate is applied to
the inflation-adjusted principal so that as inflation rises, both the principal value and the interest payments
increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing
power of an investment. Because of the inflation-adjustment feature, inflation-protected bonds typically have
lower yields than conventional fixed-rate bonds. In addition, TIPS decline in value when real interest
rates rise. However, in certain interest rate environments, such as when real interest rates are rising faster
than nominal interest rates, TIPS may experience greater losses than other fixed income securities with similar
duration.
Certain U.S. government securities are issued or guaranteed by agencies or instrumentalities
of the U.S. government including, but not limited to, obligations of U.S. government agencies
or instrumentalities, such as the Federal National Mortgage Association (“Fannie Mae” or “FNMA”), the Government National Mortgage Association (“Ginnie Mae” or “GNMA”), the Small Business Administration, the Federal Farm Credit Administration, Federal Home Loan Banks, Banks for Cooperatives (including
the Central Bank for Cooperatives), Federal Land Banks, Federal Intermediate Credit Banks, the Tennessee
Valley Authority, the
24
Export-Import Bank of the United States, the Commodity Credit Corporation, the Federal
Financing Bank, the Student Loan Marketing Association, the National Credit Union Administration and the
Federal Agricultural Mortgage Corporation. Some obligations issued or guaranteed by U.S. government agencies
and instrumentalities, including, for example, GNMA pass-through certificates, are supported by the full
faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies,
such as those securities issued by FNMA, are supported by the discretionary authority of the U.S. government
to purchase certain obligations of the federal agency but are not backed by the full faith and credit
of the U.S. government, while other obligations issued by or guaranteed by federal agencies, such as those of the
Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. While the
U.S. government provides financial support to such U.S. government-sponsored federal agencies and instrumentalities
described above, no assurance can be given that the U.S. government will always do so, since the U.S.
government is not so obligated by law. U.S. Treasury notes and bonds typically pay coupon interest semi-annually
and repay the principal at maturity. All U.S. government securities are subject to credit risk.
Yields on U.S. government securities depend on a variety of factors, including the
general conditions of the money and bond markets, the size of a particular offering, and the maturity
of the obligation. Debt securities with longer maturities tend to produce higher yields and are generally
subject to potentially greater capital appreciation and depreciation than obligations with shorter maturities and
lower yields. The market value of U.S. government securities generally varies inversely with changes in market
interest rates. An increase in interest rates, therefore, would generally reduce the market value of a Fund’s portfolio investments in U.S. government securities, while a decline in interest rates would generally increase
the market value of a Fund’s portfolio investments in these securities.
From time to time, a high national debt or uncertainty regarding the status of negotiations in the U.S. government to increase the statutory debt ceiling or periodic legislation to fund the U.S. government could increase the risk that the U.S. government may default on payments on certain
U.S. government securities, cause the credit rating of the U.S. government to be downgraded, increase
volatility in the stock and bond markets, result in higher interest rates, reduce prices of U.S. Treasury
securities, and/or increase the costs of various kinds of debt. If a U.S. government-sponsored entity is negatively
impacted by legislative or regulatory action, is unable to meet its obligations, or its creditworthiness declines,
the performance of a Fund that holds securities of the entity may be adversely impacted.
INVESTMENT IN A SUBSIDIARY
Each of the Bitcoin ETF, the Bitcoin & Ether Market Cap Weight ETF, the Bitcoin &
Ether Equal Weight ETF, the Ether ETF, the Short Bitcoin ETF, the Short Ether ETF, the Ultra Bitcoin
ETF, the Ultra Ether ETF, the UltraShort Bitcoin ETF and the UltraShort Ether ETF (each, a “Parent Fund”) intends to achieve commodity exposure through investment in the ProShares Cayman Bitcoin Strategy
Portfolio, ProShares Cayman Bitcoin & Ether Strategy Portfolio, ProShares Cayman Bitcoin & Ether
Equal Weight Strategy Portfolio, ProShares Cayman Ether Strategy Portfolio, ProShares Cayman Bitcoin
Inverse Strategy Portfolio, ProShares Cayman Short Ether Strategy Portfolio, ProShares Cayman Ultra
Bitcoin Portfolio, ProShares Cayman Ultra Ether Portfolio, ProShares Cayman UltraShort Bitcoin Portfolio,
or the ProShares Cayman UltraShort Ether Portfolio, respectively, each a wholly-owned subsidiary of
its respective Parent Fund (each, a “Subsidiary”) organized under the laws of the Cayman Islands. Each Parent Fund’s investment in its respective Subsidiary is intended to provide such Parent Fund with exposure to commodity
and financial markets in accordance with applicable rules and regulations. Each Subsidiary may invest
in derivatives, including futures and other investments intended to serve as margin or collateral
or otherwise support the Subsidiary’s derivatives positions. Neither Subsidiary is registered under the 1940 Act, and neither Subsidiary will have all of the protections offered to investors in RICs. The Board, however,
has oversight responsibility for the investment activities of each Parent Fund, including its investment in its
respective Subsidiary, and the Parent Fund’s role as the sole shareholder of the Subsidiary.
Changes in the laws of the United States and/or the Cayman Islands, under which the
Parent Funds and the Subsidiaries are organized, respectively, could result in the inability of
a Parent Fund and/or its
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respective Subsidiary to operate as described in this SAI and could negatively affect
a Parent Fund and its shareholders. For example, the Cayman Islands does not currently impose any income,
corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiaries.
If Cayman Islands law changes such that a Subsidiary must pay Cayman Islands taxes, Parent Fund shareholders
would likely suffer decreased investment returns. See “Taxation” below for more information.
The financial statements of each Subsidiary will be consolidated with its respective Parent Fund’s financial statements in the Parent Fund’s Form N-CSR filings.
SWAPS
General
A Fund may enter into swaps and other derivatives to gain exposure to an underlying
asset without actually purchasing such asset, or to hedge a position including in circumstances
in which direct investment is restricted, impossible, or is otherwise impracticable. Swaps are two-party contracts
entered into primarily by institutional investors for periods ranging from a day to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned
or realized on a particular pre-determined interest rate, commodity, security, indexes, or other assets or measurable
indicators. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount,” e.g., the return on, or the increase/decrease in, value of a particular dollar amount invested in a “basket” of securities or an ETF representing a particular index or group of securities.
Each Fund may enter into swaps to invest in a market without owning or taking physical
custody of securities. For example, in one common type of total return swap, the Fund’s counterparty will agree to pay the Fund the rate at which the specified asset or indicator (e.g., an ETF, or securities comprising a benchmark index, plus the dividends or interest that would have been received on those assets)
increased in value multiplied by the relevant notional amount of the swap. The Fund will agree to pay
to the counterparty an interest fee (based on the notional amount) and the rate at which the specified asset
or indicator decreased in value multiplied by the notional amount of the swap, plus, in certain instances, commissions
or trading spreads on the notional amount.
As a result, the swap has a similar economic effect as if the Fund were to invest
in the assets underlying the swap in an amount equal to the notional amount of the swap. The return
to the Fund on such swap should be the gain or loss on the notional amount plus dividends or interest
on the assets less the interest paid by the Fund on the notional amount. However, unlike cash investments
in the underlying assets, the Fund will not be an owner of the underlying assets and will not have voting or
similar rights in respect of such assets.
As a trading technique, ProShare Advisors may substitute physical securities with
a swap having investment characteristics substantially similar to the underlying securities. A Fund
may also enter into swaps that provide the opposite return of their benchmark or a security. Their operations
are similar to that of the swaps discussed above except that the counterparty pays interest to each Fund on the
notional amount outstanding and that dividends or interest on the underlying instruments reduce the
value of the swap, plus, in certain instances, each Fund will agree to pay to the counterparty commissions or
trading spreads on the notional amount. These amounts are often netted with any unrealized gain or loss to
determine the value of the swap.
The use of swaps is a highly specialized activity which involves investment techniques
and risks in addition to, and in some cases different from, those associated with ordinary portfolio
securities transactions. The primary risks associated with the use of swaps are mispricing or improper valuation,
imperfect correlation between movements in the notional amount and the price of the underlying investments,
and the failure of a counterparty to perform. If a counterparty’s creditworthiness for an over-the-counter swap declines, the value of the swap would likely decline. Moreover, there is no guarantee that a Fund could
eliminate its exposure under an outstanding swap by entering into an offsetting swap with the same or another
party. In addition, a
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Fund may use a combination of swaps on an underlying index and swaps on an ETF that
is designed to track the performance of that index. The performance of an ETF may deviate from the performance
of its underlying index due to embedded costs and other factors. Thus, to the extent a Fund
invests in swaps that use an ETF as the reference asset, that Fund may be subject to greater correlation
risk and may not achieve as high a degree of correlation with its index as it would if the Fund used only swaps
on the underlying index.
ProShare Advisors, under the supervision of the Board, is responsible for determining
and monitoring the liquidity of each Fund’s transactions in swaps.
Common Types of Swaps
A Fund may enter into any of several types of swaps, including:
Total Return Swaps. Total return swaps may be used either as economically similar substitutes for owning the reference asset specified in the swap, such as the securities that comprise
a given market index, particular securities or commodities, or other assets or indicators. They also may
be used as a means of obtaining exposure in markets where the reference asset is unavailable or it may otherwise
be impossible or impracticable for a Fund to own that asset. “Total return” refers to the payment (or receipt) of the total return on the underlying reference asset, which is then exchanged for the receipt (or payment)
of an interest rate. Total return swaps provide a Fund with the additional flexibility of gaining exposure to a market or sector index in a potentially more economical way
Interest Rate Swaps. Interest rate swaps, in their most basic form, involve the exchange by a Fund with another party of their respective commitments to pay or receive interest. For
example, a Fund might exchange its right to receive certain floating rate payments in exchange for another party’s right to receive fixed rate payments. Interest rate swaps can take a variety of other forms, such as
agreements to pay the net differences between two different interest indexes or rates. Despite their differences
in form, the function of interest rate swaps is generally the same: to increase or decrease a Fund’s exposure to long- or short-term interest rates. For example, a Fund may enter into an interest rate swap to preserve
a return or spread on a particular investment or a portion of its portfolio or to protect against any increase
in the price of securities the Fund anticipates purchasing at a later date.
Credit Default Swaps (“CDS”): A CDS generally references one or more debt securities or reference entities. The protection “buyer” in a CDS is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract until a credit event, such
as a default in payments of interest or principal on bonds, has occurred in respect of the reference entity
or assets. If a credit event occurs, the seller generally must pay the buyer: (a) the full notional value of the
swap; or (b) the difference between the notional value of the defaulted reference entity and the recovery price/rate
for the defaulted reference entity. CDS are designed to reflect changes in credit quality, including
events of default.
Other Swaps. Other forms of swaps that a Fund may enter into include: interest rate caps, under
which, in return for a premium, one party agrees to make payments to the other to
the extent that interest rates exceed a specified rate, or “cap”; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or
vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum
levels.
Mechanics of a Fund’s Swaps
Payments. Most swaps entered into by a Fund (but generally not CDS) calculate and settle the
obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, a Fund’s current obligations (or rights) under a swap will generally be equal only to the net
amount to be paid or received under the agreement based on the relative values of the positions held by
each party to the agreement (the “net amount”). Other swaps, such as CDS, may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the swap or to the default
of the reference entity.
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A Fund’s current obligations under most swaps (e.g., total return swaps, equity/index swaps, interest rate swaps) will be accrued daily (offset against any amounts owed to the Fund by
the counterparty to the swap). However, typically no payments will be made until the settlement date.
Swaps that cannot be terminated in the ordinary course of business within seven days
at approximately the amount a Fund has valued the asset may be considered to be illiquid
for purposes of the Fund’s illiquid investment limitations.
Counterparty Credit Risk. A Fund will not enter into any uncleared swap (i.e., not cleared by a central counterparty) unless ProShare Advisors believes that the other party to the
transaction is creditworthy. The counterparty to an uncleared swap will typically be a major global financial institution.
A Fund will be subject to credit risk with respect to the counterparties with which the Fund enters
into derivatives contracts and other transactions such as repurchase agreements or reverse repurchase agreements. A Fund’s ability to profit from these types of investments and transactions will depend on the willingness
and ability of its counterparty to perform its obligations. If a counterparty fails to meet its contractual
obligations, a Fund may be unable to terminate or realize any gain on the investment or transaction, resulting
in a loss to the Fund. A Fund may experience significant delays in obtaining any recovery in an insolvency,
bankruptcy, or other reorganization proceeding involving its counterparty (including recovery of any collateral
posted by it) and may obtain only a limited recovery or may obtain no recovery in such circumstances.
If a Fund holds collateral posted by its counterparty, it may be delayed or prevented from realizing
on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty. Under
applicable law or contractual provisions, including if a Fund enters into an investment or transaction
with a financial institution and such financial institution (or an affiliate of the financial institution) experiences
financial difficulties, the Fund may in certain situations be prevented or delayed from exercising its rights
to terminate the investment or transaction, or to realize on any collateral, and may result in the suspension
of payment and delivery obligations of the parties under such investment or transactions or in another institution
being substituted for that financial institution without the consent of the Fund. Further, a Fund may be subject to “bail-in” risk under applicable law whereby, if required by the financial institution’s authority, the financial institution’s liabilities could be written down, eliminated or converted into equity or an alternative
instrument of ownership. A bail-in of a financial institution may result in a reduction in value
of some or all of its securities and, if a Fund holds such securities or has entered into a transaction with such a
financial security when a bail-in occurs, such Fund may also be similarly impacted.
Upon entering into a cleared swap, a Fund is required to deposit with its FCM an amount
of cash or cash equivalents equal to a small percentage of the notional amount (this amount is
subject to change by the FCM or clearing house through which the trade is cleared). This amount, known as “initial margin,” is in the nature of a performance bond or good faith deposit on the cleared swap and is returned
to a Fund upon termination of the swap, assuming all contractual obligations have been satisfied.
Subsequent payments, known as “variation margin” to and from the broker will be made daily as the price of the swap fluctuates, making the long and short position in the swap contract more or less valuable, a process
known as “marking-to-market.” The premium (discount) payments are built into the daily price of the swap and thus are amortized through the variation margin. The variation margin payment also includes
the daily portion of the periodic payment stream.
A party to a cleared swap is subject to the credit risk of the clearing house and
the FCM through which it holds its position. Credit risk of market participants with respect to cleared
swaps is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing
house would be conducted and what impact an insolvency of a clearing house would have on the financial system.
An FCM is generally obligated to segregate all funds received from customers with respect to cleared swap
positions from the FCM’s proprietary assets. However, all funds and other property received by an FCM from its customers are generally held by the FCM on a commingled basis in an omnibus account, and the FCM
may invest those funds in certain instruments permitted under the applicable regulations. The assets
of a Fund might not be fully protected in the event of the bankruptcy of the Fund’s FCM, because the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the FCM’s customers for a
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relevant account class. Also, the FCM is required to transfer to the clearing house
the amount of margin required by the clearing house for cleared swaps positions, which amounts are generally
held in an omnibus account at the clearing house for all customers of the FCM. Regulations promulgated
by the CFTC require that the FCM notify the clearing house of the amount of initial margin provided by
the FCM to the clearing house that is attributable to each customer. However, if the FCM does not provide
accurate reporting, a Fund is subject to the risk that a clearing house will use the Fund’s assets held in an omnibus account at the clearing house to satisfy payment obligations of a defaulting customer of the clearing
member to the clearing house. In addition, if an FCM does not comply with the applicable regulations or its
agreement with a Fund, or in the event of fraud or misappropriation of customer assets by an FCM, the Fund
could have only an unsecured creditor claim in an insolvency of the FCM with respect to the margin held
by the FCM.
Termination and Default Risk. Certain of each Fund’s swap agreements contain termination provisions that, among other things, require the Fund to maintain a pre-determined
level of net assets, and/or provide limits regarding the decline of the Fund’s net asset value over specific periods of time, which may or may not be exclusive of redemptions. If the Fund were to trigger such provisions and
have open derivative positions, at that time counterparties to the swaps could elect to terminate such
agreements and request immediate payment in an amount equal to the net liability positions, if any, under
the relevant agreement.
Regulatory Margin
In recent years, regulators across the globe, including the CFTC and the U.S. banking
regulators, have adopted margin requirements applicable to uncleared swaps. Uncleared swaps between
a Fund and its counterparty are required to be marked-to-market on a daily basis, and collateral
is required to be exchanged to account for any changes in the value of such swaps. The rules impose a number of
requirements as to these exchanges of margin, including as to the timing of transfers, the type of collateral
(and valuations for such collateral) and other matters that may be different than what a Fund would agree with
its counterparty in the absence of such regulation. In all events, where a Fund is required to post collateral
to its swap counterparty, such collateral will be posted to an independent bank custodian, where access to the
collateral by the swap counterparty will generally not be permitted unless the relevant Fund is in default
on its obligations to the swap counterparty.
In addition to the variation margin requirements, regulators have adopted “initial” margin requirements applicable to uncleared swaps. Where applicable, these rules require
parties to an uncleared swap to post, to a custodian that is independent from the parties to the swap, collateral (in addition to any “variation margin” collateral noted above) in an amount that is either (i) specified in a schedule in the rules or (ii) calculated by the regulated party in accordance with a model that has been approved by that party’s regulator(s). From time to time, the initial margin rules may apply to certain Funds’ swap trading relationships. In the event that the rules apply to a Fund, they would impose significant
costs on such a Fund’s ability to engage in uncleared swaps and, as such, could adversely affect ProShare Advisors’ ability to manage the Fund, may impair a Fund’s ability to achieve its investment objective and/or may result in reduced returns to the Fund’s investors.
Risks of Government Regulation of Derivatives
It is possible that government regulation of various types of derivative instruments,
including futures and swap agreements, may limit or prevent a Fund from using such instruments as a
part of its investment strategy, and could ultimately prevent a Fund from being able to achieve its investment
objective. It is impossible to predict fully the effects of legislation and regulation in this area,
but the effects could be substantial and adverse.
The regulation of derivatives markets in the U.S., the European Union (“E.U.”), the United Kingdom (“U.K.”) and other jurisdictions is an evolving area of law and continues to be subject to modification by government and judicial action. Legislative and regulatory reforms, including the
Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), have resulted in increased regulation of derivatives, including clearing, margin, trade execution, reporting, recordkeeping
and registration requirements.
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Derivatives regulations could, among other things, restrict a Fund’s ability to engage in swap transactions (for example, by making certain types of swap transactions no longer available to the Fund)
and/or increase the costs of such swap transactions (for example, by increasing margin or capital requirements),
and the Fund may as a result be unable to execute its investment strategies in a manner that ProShare
Advisors might otherwise choose. There is a possibility of future regulatory changes altering, perhaps
to a material extent, the nature of an investment in a Fund or the ability of a Fund to continue to implement
its investment strategies.
Also, as described above, in the event of a counterparty’s (or its affiliate’s) insolvency, a Fund’s ability to exercise remedies could be stayed or eliminated under special resolution
regimes adopted in the United States, the EU, the U.K. and various other jurisdictions. Such regimes provide
government authorities with broad authority to intervene when a financial institution is experiencing financial
difficulty and may prohibit a Fund from exercising termination rights based on the financial institution’s insolvency. In particular, in the EU and the U.K., governmental authorities could reduce, eliminate or convert
to equity the liabilities to a Fund of a counterparty experiencing financial difficulties (sometimes referred to as a “bail in”).
In addition, the SEC has adopted Rule 18f-4 under the 1940 Act providing for the regulation
of registered investment companies’ use of derivatives and certain related instruments (e.g., reverse repurchase agreements). The rule, among other things, limits derivatives exposure through one
of two value-at-risk tests and requires registered investment companies to adopt and implement a derivatives
risk management program. Limited derivatives users (as determined by Rule 18f-4) are not, however, subject
to the full requirements under the rule.
These and future rules and regulations could, among other things, further restrict a Fund’s ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example,
by making some types of derivatives no longer available to the Fund, increasing margin or capital requirements,
or otherwise limiting liquidity or increasing transaction costs. The implementation of the clearing requirement
for certain swaps has increased the costs of derivatives transactions for a Fund, since a Fund has to pay
fees to their clearing members and are typically required to post more margin for cleared derivatives than
they have historically posted for bilateral derivatives. The costs of derivatives transactions may increase
further as clearing members raise their fees to cover the costs of additional capital requirements and other regulatory
changes applicable to the clearing members. The full impact of these regulations on a Fund and the financial system are not yet known. While the regulations and central clearing of some derivatives transactions
are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them
to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that
the mechanisms imposed under the regulations will achieve that result, and in the meantime, as noted above,
central clearing, minimum margin requirements and related requirements expose a Fund to different kinds of risks
and costs.
Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many
repurchase agreements, terms that delay or restrict the rights of counterparties, such as a Fund, to terminate
such agreements, take foreclosure action, exercise other default rights or restrict transfers of credit
support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency
proceedings. It is possible that these requirements, as well as potential additional government regulation
and other developments in the market, could adversely affect a Fund’s ability to terminate existing repurchase agreements and purchase and sale contracts or to realize amounts to be received under such agreements.
BORROWING
Each Fund may borrow money for cash management purposes or investment purposes. Borrowing
for investment is a form of leverage. Leveraging investments, by purchasing securities
with borrowed money, is a speculative technique which increases investment risk, but also increases investment
opportunity. Because substantially all of a Fund’s assets will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the NAV per share of the Fund will fluctuate more when the Fund is leveraging
its investments than would otherwise be the case. Moreover, interest costs on borrowings may fluctuate
with changing market rates of interest and may partially offset or exceed the returns on the borrowed funds.
Under adverse conditions, a
30
Fund might have to sell portfolio securities to meet interest or principal payments
at a time when investment considerations would not favor such sales. Consistent with the requirements of the
1940 Act, each Fund must maintain continuous asset coverage (total assets, including assets acquired with borrowed
funds, less liabilities exclusive of borrowings) of 300% of all amounts borrowed. If at any time the value of a Fund’s assets should fail to meet this 300% coverage test, the Fund, within three days (not including weekends
and holidays), will reduce the amount of the Fund’s borrowings to the extent necessary to meet this 300% coverage requirement. Maintenance of this percentage limitation may result in the sale of portfolio securities
at a time when investment considerations would not favor such sale. In addition to the foregoing,
each Fund is authorized to borrow money as a temporary measure for extraordinary or emergency purposes in amounts
not in excess of 5% of the value of each Fund’s total assets. This borrowing is not subject to the foregoing 300% asset coverage requirement. Each Fund is authorized to pledge portfolio securities as ProShare
Advisors deems appropriate in connection with any borrowings.
In addition, each Fund may engage in certain derivatives transactions that have economic
characteristics similar to leverage. Subject to compliance with the conditions of
Rule 18f-4 under the 1940 Act, each Fund’s obligations under such transactions will not be considered indebtedness for purposes of computing asset coverage.
Under Rule 18f-4, a Fund’s trading of derivatives and other transactions that create future payment or delivery obligations is subject to value-at-risk (“VaR”) leverage limits and derivatives risk management program and reporting requirements. Generally, these requirements apply unless a Fund satisfies a “limited derivatives users” exception that is included in the final rule. Under the rule, when a Fund trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements
or similar financing transactions with the aggregate amount of any other senior securities representing
indebtedness when calculating a Fund’s asset coverage ratio or treat all such transactions as derivatives transactions. Reverse repurchase agreements or similar financing transactions aggregated with other indebtedness
do not need to be included in the calculation of whether a Fund satisfies the limited derivatives users
exception, but for funds subject to the VaR testing requirement, reverse repurchase agreements and similar
financing transactions must be included for purposes of such testing whether treated as derivatives transactions
or not. The SEC also provided guidance in connection with the rule regarding the use of securities lending
collateral that may limit a Fund’s securities lending activities. In addition, under the rule, a Fund is permitted to invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle,
and the transaction will be deemed not to involve a senior security (as defined under Section 18(g) of the 1940 Act), provided that, (i) the Fund intends to physically settle the transaction and (ii) the transaction will
settle within 35 days of its trade date (the “Delayed-Settlement Securities Provision”). A Fund may otherwise engage in when-issued, forward-settling and non-standard settlement cycle securities transactions that do
not meet the conditions of the Delayed-Settlement Securities Provision so long as the Fund treats any such transaction as
a “derivatives transaction” for purposes of compliance with the rule. Furthermore, under the rule, the Fund is permitted to enter into an unfunded commitment agreement, and such unfunded commitment agreement
will not be subject to the asset coverage requirements under the 1940 Act, if the Fund reasonably believes, at the time it enters
into such agreement, that it will have sufficient cash and cash equivalents to meet its obligations with
respect to all such agreements as they come due.
CASH RESERVES
In seeking to achieve its investment objective, as a cash reserve, for liquidity purposes,
or as cover for positions it has taken, each Fund may invest all or part of its assets in cash
or cash equivalents, which include, but are not limited to, short-term money market instruments, U.S. government
securities, certificates of deposit, bankers acceptances, or repurchase agreements secured by U.S. government
securities.
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SHORT SALES (Not applicable to the Bitcoin Strategy ETF, the Bitcoin & Ether Market
Cap Weight Strategy ETF, the Bitcoin & Ether Equal Weight Strategy ETF, and the Ether Strategy
ETF)
A Fund may engage in short sale transactions. A short sale is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will
decline. To complete such a transaction, a Fund must borrow the security to make delivery to the buyer. The Fund
is then obligated to replace the security borrowed by borrowing the same security from another lender,
purchasing it at the market price at the time of replacement or paying the lender an amount equal to the cost
of purchasing the security. The price at such time may be more or less than the price at which the security was
sold by the Fund. Until the security is replaced, the Fund is required to repay the lender any dividends it
receives, or interest which accrues, during the period of the loan. To borrow the security, the Fund also may
be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the
short sale will be retained by the broker, to the extent necessary to meet the margin requirements, until
the short position is closed out. A Fund also will incur transaction costs in effecting short sales.
A Fund may make short sales “against the box,” i.e., when a security identical to or convertible or exchangeable into one owned by a Fund is borrowed and sold short.
A Fund will incur a loss as a result of a short sale if the price of the security
increases between the date of the short sale and the date on which the Fund replaces the borrowed security.
A Fund will realize a gain if the price of the security declines in price between those dates. The amount
of any gain will be decreased, and the amount of any loss will be increased, by the amount of the premium,
dividends or interest a Fund may be required to pay, if any, in connection with a short sale.
The SEC and regulatory authorities in other jurisdictions may adopt (and in certain
cases, have adopted) bans on new or increases in short sales of certain securities or other short positions on such securities acquired through swaps, in response to market events. Bans on short selling
and such short positions may make it impossible for a Fund to execute certain investment strategies and a Fund
may be unable to execute its investment strategies as a result. The SEC has also adopted new rules
that require investment managers to file monthly confidential reports with the SEC regarding equity short
sales and related activity. Under the new rules, the SEC will publicly disclose aggregated short position information
on a monthly basis. In addition, other non-U.S. jurisdictions (such as the EU and the UK) where the Fund
may trade have reporting requirements. If the Fund’s short positions or its strategy become generally known, it could have a significant effect on the Investment Manager’s ability to implement its investment strategy. In particular, it would make it more likely that other investors could cause a “short squeeze” in the securities held short by the Fund forcing the Fund to cover its positions at a loss. Such reporting requirements
also may limit the Investment Manager’s ability to access management and other personnel at certain companies where the Investment Manager seeks to take a short position. In addition, if other investors
engage in copycat behavior by taking positions in the same issuers as the Fund, the cost of borrowing securities
to sell short could increase drastically and the availability of such securities to the Fund could decrease
drastically. Such events could make the Fund unable to execute its investment strategy.
REPURCHASE AGREEMENTS
Each Fund may enter into repurchase agreements with financial institutions in pursuit
of its investment objectives, or for liquidity purposes. Under a repurchase agreement, a
Fund purchases a debt security and simultaneously agrees to sell the security back to the seller at a mutually
agreed-upon future price and date, normally one day or a few days later. The resale price is greater than the
purchase price, reflecting an agreed-upon market interest rate during the purchaser’s holding period. While the maturities of the underlying securities in repurchase transactions may be more than one year, the term
of each repurchase agreement will always be less than one year. Each Fund follows certain procedures
designed to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions
generally with major global financial institutions. The creditworthiness of each of the firms that
is a party to a repurchase agreement with a Fund will be monitored by ProShare Advisors. In addition, the value
of the collateral underlying the repurchase agreement will always be at least equal to the repurchase
price, including any
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accrued interest earned on the repurchase agreement. In the event of a default or
bankruptcy by a selling financial institution, a Fund will seek to liquidate such collateral which could involve
certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to
repurchase were less than the repurchase price, the Fund could suffer a loss. A Fund also may experience difficulties
and incur certain costs in exercising its rights to the collateral and may lose the interest the Fund
expected to receive under the repurchase agreement. Repurchase agreements usually are for short periods, such as
one week or less, but may be longer. It is the current policy of each Fund not to invest in repurchase agreements
that do not mature within seven days if any such investment, together with any other illiquid assets
held by the Fund, amounts to more than 15% of the Fund’s total net assets. The investments of each Fund in repurchase agreements at times may be substantial when, in the view of ProShare Advisors, liquidity, investment,
regulatory, or other considerations so warrant.
REVERSE REPURCHASE AGREEMENTS
Each Fund may enter into reverse repurchase agreements as part of its investment strategy,
which may be viewed as a form of borrowing. Reverse repurchase agreements involve sales
by a Fund of portfolio assets for cash concurrently with an agreement by the Fund to repurchase those same
assets at a later date at a fixed price. Generally, the effect of such a transaction is that a Fund can recover
all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase
agreement, while a Fund will be able to keep the interest income associated with those portfolio securities.
Such transactions are advantageous only if the interest cost to a Fund of the reverse repurchase transaction
is less than the cost of obtaining the cash otherwise. Opportunities to achieve this advantage may not always
be available, and a Fund intends to use the reverse repurchase technique only when it will be to the Fund’s advantage to do so.
As discussed above, the SEC has finalized new rules with the effect of requiring the central clearing of certain repurchase transactions involving U.S. Treasuries. Historically, such transactions
have not been required to be cleared and voluntary clearing of such transactions has generally been
limited. The new clearing requirements could make it more difficult for a Fund to execute certain investment
strategies.
In addition, as discussed above, the SEC has adopted Rule 18f-4 under the 1940 Act
providing for the regulation of registered investment companies’ use of derivatives and certain related instruments (e.g., reverse repurchase agreements). Pursuant to the rule, whenever a Fund enters into
a reverse repurchase agreement, it will either: (i) be consistent with Section 18 of the Act and maintain
asset coverage of at least 300% of the value of the repurchase agreement; or (ii) treat the reverse repurchase
agreement as a derivatives transaction for purposes of Rule 18f-4, including, as applicable, the value-at-risk-based
limit on leverage risk.
CYBERSECURITY
With the increased use of technologies such as the Internet and the dependence on
computer systems to perform necessary business functions, each Fund is susceptible to operational and
information security risks. In general, cyber incidents can result from deliberate attacks or unintentional
events and may arise from external or internal sources. Cyber attacks include, but are not limited to gaining unauthorized access to digital
systems for purposes of misappropriating assets or sensitive information, corrupting
data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does
not require gaining unauthorized access, such as causing denial-of-service attacks on websites. Cyber
security failures or breaches of the Advisor or a Fund’s third-party service provider (including, but not limited to, index providers, the custodian and any sub-custodian, the distributor, the administrator and transfer agent), counterparty or the issuers of securities in which each Fund invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders
to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational
damage, reimbursement or other compensation costs, and/or additional compliance costs. In
addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. A Fund and
its shareholders could be negatively impacted as a result. While each Fund has established business continuity
plans and systems to prevent such cyber attacks, there are inherent limitations in such plans and systems
including the possibility
33
that certain risks have not been identified and new risks may emerge in the future. The use of cloud-based service providers could heighten or change these risks. In addition, work-from-home
arrangements by the Advisor or each Fund’s service providers could increase all of the above risks, create additional data and information accessibility concerns, and make the Advisor, each Fund or its service
providers susceptible to operational disruptions, any of which could adversely impact their operations. Recently,
geopolitical tensions may have increased the scale and sophistication of deliberate cybersecurity attacks,
particularly those from nation-states or from entities with nation-state backing. Furthermore, a Fund cannot control the cyber security plans and systems put in place by issuers in which a Fund invests.
MANAGEMENT
There may be circumstances outside the control of ProShare Advisors, the Trust, the
Administrator (as defined below), the transfer agent, the Custodian (as defined below), any sub-custodian,
the Distributor (as defined below), and/or a Fund that make it, for all practical purposes, impossible
to re-position such Fund and/or to process a purchase or redemption order. Examples of such circumstances include:
natural disasters; public service disruptions or utility problems such as those caused by fires, floods,
extreme weather conditions, and power outages resulting in telephone, telecopy, and computer failures;
market conditions or activities causing trading halts; systems failures involving computer or other information
systems affecting the aforementioned parties, as well as the DTC, the NSCC, or any other participant in
the purchase process; and similar extraordinary events. Accordingly, while ProShare Advisors has implemented
and tested a business continuity plan that transfers functions of any disrupted facility to another location
and has effected a disaster recovery plan, circumstances, such as those above, may prevent a Fund from being operated
in a manner consistent with its investment objective and/or principal investment strategies.
NON-DIVERSIFIED STATUS
Each Fund is a “non-diversified” series of the Trust. A Fund’s classification as a “non-diversified” investment company means that the proportion of the Fund’s assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. Notwithstanding each Fund’s status as a “non-diversified” investment company under the 1940 Act, each Fund intends to qualify as a RIC accorded
special tax treatment under the Code, which imposes its own diversification requirements that are less restrictive
than the requirements applicable to the “diversified” investment companies under the 1940 Act. A Fund’s ability to pursue its investment strategy may be limited by that Fund’s intention to qualify as a RIC and its strategy may bear adversely on its ability to so qualify. For more details, see “Taxation” below. With respect to a “non-diversified” Fund, a relatively high percentage of such a Fund’s assets may be invested in the securities of a limited number of issuers, primarily within the same economic sector. That Fund’s portfolio securities, therefore, may be more susceptible to any single economic, political, or regulatory
occurrence than the portfolio securities of a more diversified investment company.
MARKET DISRUPTION AND GEOPOLITICAL RISK
War, terrorism, public health emergencies (such as the spread of infectious diseases, pandemics and
epidemics), natural/environmental disasters, bank failures, market manipulations, economic uncertainty, and related geopolitical events, such as sanctions, tariffs, the imposition of exchange
controls or other cross-border trade barriers, have led, and in the future may lead, to increased short-term market
volatility and may have adverse long-term effects on U.S. and world economies and markets generally. For example,
the U.S. has imposed economic sanctions, which consist of asset freezes, restrictions on dealings
in debt and equity, and certain industry-specific restrictions. These sanctions, any additional sanctions
or intergovernmental actions, or even the threat of further sanctions, may result in a decline of the value and liquidity
of securities in affected countries, a weakening of the affected countries’ currencies or other adverse consequences to their respective economies. Sanctions impair the ability of a Fund to buy, sell, receive or deliver
those securities and/or assets that are within the scope of the sanctions.
34
TRADE DISPUTES
Global economies are interdependent and may be adversely affected by trade disputes with key trading partners and escalating tariffs imposed on goods and services produced by
such countries. To the extent a country engages in retaliatory tariffs, a company that relies on imported
parts to produce its own goods may experience increased costs of production or reduced profitability, which
may affect consumers, investors and the domestic economy. Trade disputes and retaliatory actions may include
embargoes and other trade limitations, which may trigger a significant reduction in international trade
and impact the global economy. Trade disputes may also lead to increased currency exchange rate volatility,
which can adversely affect the prices of the Fund securities valued in U.S. dollars. Trade disputes could also negatively affect investor confidence in the markets generally and investment growth and could contribute to volatility or overall declines in the U.S. and global investment markets.
PORTFOLIO TURNOVER
A Fund may pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). Purchases and sales of U.S. government securities are normally transacted through issuers, underwriters or major dealers in U.S. government securities acting as principals.
Such transactions, along with other fixed income securities transactions, are made on a net basis and do not typically
involve payment of brokerage commissions. However, a Fund may trade through broker-dealers that charge
a commission. The overall reasonableness of brokerage commissions is evaluated by ProShare Advisors
based upon its knowledge of available information as to the general level of commissions paid by other institutional
investors for comparable services.
A Fund’s portfolio turnover rate may vary from year to year, as well as within a year. It is difficult to estimate what each Fund’s actual portfolio turnover rate will be in the future. A higher portfolio turnover rate would likely involve correspondingly greater brokerage commissions and transaction
and other expenses that would be borne by a Fund. In addition, a Fund’s portfolio turnover level may adversely affect the ability of the Fund to achieve its investment objective. “Portfolio Turnover Rate” is defined under the rules of the SEC as the value of the securities purchased or securities sold, excluding all securities
whose maturities at time of acquisition were one year or less, divided by the average monthly value of
such securities owned during the year. Based on this definition, instruments with remaining maturities of
less than one year, including the futures contracts in which a Fund invests, are excluded from the calculation
of Portfolio Turnover Rate for each Fund. If such transactions were included, a Fund’s portfolio turnover rate would be significantly higher.
35
SPECIAL CONSIDERATIONS
Applies to Short Bitcoin ETF, Short Ether ETF, Ultra Bitcoin ETF, Ultra Ether ETF,
UltraShort Bitcoin ETF, and UltraShort Ether ETF Only
To the extent discussed herein and in each Fund’s Prospectus, each Fund presents certain risks, some of which are further described below.
TRACKING AND CORRELATION
Several factors may affect a Fund’s ability to achieve a high degree of correlation with its benchmark. Among these factors are: (i) a Fund’s fees and expenses, including brokerage (which may be increased by high portfolio turnover) and the costs associated with the use of derivatives;
(ii) less than all of the securities underlying a Fund’s benchmark being held by the Fund and/or securities not included in its benchmark being held by a Fund; (iii) an imperfect correlation between the performance
of instruments held by a Fund, such as futures contracts, and the performance of the underlying securities
in a benchmark; (iv) bid-ask spreads (the effect of which may be increased by portfolio turnover); (v)
holding instruments traded in a market that has become illiquid or disrupted; (vi) a Fund’s share prices being rounded to the nearest cent; (vii) changes to the benchmark that are not disseminated in advance; (viii) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory
or tax law requirements; (ix) limit-up or limit-down trading halts on options or futures contracts which may
prevent a Fund from purchasing or selling options or futures contracts; (x) early and unanticipated closings
of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended
portfolio transactions; and (xi) fluctuations in currency exchange rates.
Also, because each Fund engages in daily rebalancing to position its portfolio so
that its exposure to its index is consistent with the Fund’s daily investment objective, disparities between estimated and actual purchases and redemptions of the Fund may cause the Fund to be under- or overexposed
to its benchmark. This may result in greater tracking and correlation error.
Furthermore, each of the Funds has an investment objective to seek daily investment
results, before fees and expenses, that correspond to the performance of the multiple or an inverse
multiple of the daily performance of an index for a single day, not for any other period. A “single day” is measured from the time the Fund calculates its NAV to the time of the Fund’s next NAV calculation. A Fund is subject to the correlation risks described above. In addition, while a close correlation of a Fund
to its benchmark may be achieved on any single day, the Fund’s performance for any other period is the result of its return for each day compounded over the period. This usually will differ in amount and possibly even
direction from the multiple or inverse multiple of the daily return of the Fund’s index for the same period, before accounting for fees and expenses, as further described in the Prospectus and below.
LEVERAGE
The Funds intend to use, on a regular basis, leveraged investment techniques in pursuing
its investment objective. Leverage exists when the Fund achieves the right to a return
on a capital base that exceeds the Fund’s assets. Utilization of leverage involves special risks and should be considered to be speculative. Specifically, leverage creates the potential for greater gains to Fund
shareholders during favorable market conditions and the risk of magnified losses during adverse market conditions.
Leverage is likely to cause higher volatility of the NAVs of the Fund’s Shares. Leverage may also involve the creation of a liability that does not entail any interest costs or the creation of a liability that requires
the Fund to pay interest which would decrease the Fund’s total return to shareholders. If the Fund achieves its investment objectives, during adverse market conditions, shareholders should experience a loss greater than they
would have incurred had the Fund not been leveraged.
36
SPECIAL NOTE REGARDING THE CORRELATION RISKS OF GEARED FUNDS
As a result of compounding, for periods greater than one day, the use of leverage
tends to cause the performance of a Fund to vary from its benchmark performance times the stated multiple
or inverse multiple in the Fund’s investment objective, before accounting for fees and expenses. Compounding affects all investments, but has a more significant impact on the Geared Funds. Four factors significantly
affect how close daily compounded returns are to longer-term benchmark returns times the fund’s multiple: the length of the holding period, benchmark volatility, whether the multiple is positive or inverse,
and its leverage level. Longer holding periods, higher benchmark volatility, inverse exposure and greater
leverage each can lead to returns that differ in amount, and possibly even direction, from a Geared Fund’s stated multiple times its benchmark return. As the tables below show, particularly during periods of higher
benchmark volatility, compounding will cause longer term results to vary from the benchmark performance
times the stated multiple in the Fund’s investment objective. This effect becomes more pronounced as volatility increases.
A Geared Fund’s return for periods longer than one day is primarily a function of the following:
a) benchmark performance;
b) benchmark volatility;
c) period of time;
d) financing rates associated with leverage or inverse exposure;
e) other Fund expenses;
f) dividends or interest paid with respect to securities included in the benchmark;
and
g) daily rebalancing of the underlying portfolio.
The fund performance for a Geared Fund can be estimated given any set of assumptions
for the factors described above. The tables on the following pages illustrate the impact of
two factors, benchmark volatility and benchmark performance, on a Geared Fund. Benchmark volatility is a
statistical measure of the magnitude of fluctuations in the returns of a benchmark and is calculated as the standard
deviation of the natural logarithm of one plus the benchmark return (calculated daily), multiplied
by the square root of the number of trading days per year (assumed to be 252). The tables show estimated Fund
returns for a number of combinations of benchmark performance and benchmark volatility over a one-year
period. Assumptions used in the tables include: (a) no dividends paid with respect to securities included
in the underlying benchmark; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leverage
or inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund’s performance would be different than shown. The tables do not reflect the effect of reducing each Fund’s exposure at each tax quarter-end.
Estimated Fund Return Over One Year When the Fund’s Investment Objective is to Seek Daily Investment Results, Before Fees and Expenses, that Correspond to the Inverse (-1x)
of the Daily Performance of an Index.
The table below shows a performance example of a Fund that has an investment objective
to correspond to the inverse (-1x) of the daily performance of an index. In the chart
below, areas shaded lighter represent those scenarios where a Fund will return the same or outperform (i.e., return more than) the index performance; conversely, areas shaded darker represent those scenarios where a Fund
will underperform (i.e., return less than) the index performance.
37
|
One Year Index
Performance
|
Inverse (-1x) of
One Year Index
Performance
|
Index Volatility
|
||||||||||
|
0%
|
10%
|
20%
|
30%
|
40%
|
50%
|
60%
|
70%
|
80%
|
90%
|
100%
|
||
|
-90%
|
90%
|
900.00%
|
890.05%
|
860.79%
|
813.93%
|
752.14%
|
678.80%
|
597.68%
|
512.63%
|
427.29%
|
344.86%
|
267.88%
|
|
-80%
|
80%
|
400.00%
|
395.02%
|
380.39%
|
356.97%
|
326.07%
|
289.40%
|
248.84%
|
206.31%
|
163.65%
|
122.43%
|
83.94%
|
|
-70%
|
70%
|
233.33%
|
230.02%
|
220.26%
|
204.64%
|
184.05%
|
159.60%
|
132.56%
|
104.21%
|
75.76%
|
48.29%
|
22.63%
|
|
-60%
|
60%
|
150.00%
|
147.51%
|
140.20%
|
128.48%
|
113.04%
|
94.70%
|
74.42%
|
53.16%
|
31.82%
|
11.21%
|
-8.03%
|
|
-50%
|
50%
|
100.00%
|
98.01%
|
92.16%
|
82.79%
|
70.43%
|
55.76%
|
39.54%
|
22.53%
|
5.46%
|
-11.03%
|
-26.42%
|
|
-40%
|
40%
|
66.67%
|
65.01%
|
60.13%
|
52.32%
|
42.02%
|
29.80%
|
16.28%
|
2.10%
|
-12.12%
|
-25.86%
|
-38.69%
|
|
-30%
|
30%
|
42.86%
|
41.44%
|
37.26%
|
30.56%
|
21.73%
|
11.26%
|
-0.33%
|
-12.48%
|
-24.67%
|
-36.45%
|
-47.45%
|
|
-20%
|
20%
|
25.00%
|
23.76%
|
20.10%
|
14.24%
|
6.52%
|
-2.65%
|
-12.79%
|
-23.42%
|
-34.09%
|
-44.39%
|
-54.02%
|
|
-10%
|
10%
|
11.11%
|
10.01%
|
6.75%
|
1.55%
|
-5.32%
|
-13.47%
|
-22.48%
|
-31.93%
|
-41.41%
|
-50.57%
|
-59.12%
|
|
0%
|
0%
|
0.00%
|
-1.00%
|
-3.92%
|
-8.61%
|
-14.79%
|
-22.12%
|
-30.23%
|
-38.74%
|
-47.27%
|
-55.51%
|
-63.21%
|
|
10%
|
-10%
|
-9.09%
|
-10.00%
|
-12.66%
|
-16.92%
|
-22.53%
|
-29.20%
|
-36.57%
|
-44.31%
|
-52.06%
|
-59.56%
|
-66.56%
|
|
20%
|
-20%
|
-16.67%
|
-17.50%
|
-19.93%
|
-23.84%
|
-28.99%
|
-35.10%
|
-41.86%
|
-48.95%
|
-56.06%
|
-62.93%
|
-69.34%
|
|
30%
|
-30%
|
-23.08%
|
-23.84%
|
-26.09%
|
-29.70%
|
-34.45%
|
-40.09%
|
-46.33%
|
-52.87%
|
-59.44%
|
-65.78%
|
-71.70%
|
|
40%
|
-40%
|
-28.57%
|
-29.28%
|
-31.37%
|
-34.72%
|
-39.13%
|
-44.37%
|
-50.17%
|
-56.24%
|
-62.34%
|
-68.22%
|
-73.72%
|
|
50%
|
-50%
|
-33.33%
|
-34.00%
|
-35.95%
|
-39.07%
|
-43.19%
|
-48.08%
|
-53.49%
|
-59.16%
|
-64.85%
|
-70.34%
|
-75.47%
|
|
60%
|
-60%
|
-37.50%
|
-38.12%
|
-39.95%
|
-42.88%
|
-46.74%
|
-51.32%
|
-56.40%
|
-61.71%
|
-67.04%
|
-72.20%
|
-77.01%
|
|
70%
|
-70%
|
-41.18%
|
-41.76%
|
-43.48%
|
-46.24%
|
-49.87%
|
-54.19%
|
-58.96%
|
-63.96%
|
-68.98%
|
-73.83%
|
-78.36%
|
|
80%
|
-80%
|
-44.44%
|
-45.00%
|
-46.62%
|
-49.23%
|
-52.66%
|
-56.73%
|
-61.24%
|
-65.97%
|
-70.71%
|
-75.29%
|
-79.56%
|
|
90%
|
-90%
|
-47.37%
|
-47.89%
|
-49.43%
|
-51.90%
|
-55.15%
|
-59.01%
|
-63.28%
|
-67.76%
|
-72.25%
|
-76.59%
|
-80.64%
|
|
100%
|
-100%
|
-50.00%
|
-50.50%
|
-51.96%
|
-54.30%
|
-57.39%
|
-61.06%
|
-65.12%
|
-69.37%
|
-73.64%
|
-77.76%
|
-81.61%
|
|
110%
|
-110%
|
-52.38%
|
-52.85%
|
-54.25%
|
-56.48%
|
-59.42%
|
-62.91%
|
-66.78%
|
-70.83%
|
-74.89%
|
-78.82%
|
-82.48%
|
|
120%
|
-120%
|
-54.55%
|
-55.00%
|
-56.33%
|
-58.46%
|
-61.27%
|
-64.60%
|
-68.29%
|
-72.15%
|
-76.03%
|
-79.78%
|
-83.28%
|
|
130%
|
-130%
|
-56.52%
|
-56.95%
|
-58.23%
|
-60.26%
|
-62.95%
|
-66.14%
|
-69.67%
|
-73.36%
|
-77.07%
|
-80.66%
|
-84.01%
|
|
140%
|
-140%
|
-58.33%
|
-58.75%
|
-59.97%
|
-61.92%
|
-64.49%
|
-67.55%
|
-70.93%
|
-74.47%
|
-78.03%
|
-81.46%
|
-84.67%
|
|
150%
|
-150%
|
-60.00%
|
-60.40%
|
-61.57%
|
-63.44%
|
-65.91%
|
-68.85%
|
-72.09%
|
-75.49%
|
-78.91%
|
-82.21%
|
-85.28%
|
|
160%
|
-160%
|
-61.54%
|
-61.92%
|
-63.05%
|
-64.85%
|
-67.23%
|
-70.05%
|
-73.17%
|
-76.44%
|
-79.72%
|
-82.89%
|
-85.85%
|
|
170%
|
-170%
|
-62.96%
|
-63.33%
|
-64.42%
|
-66.15%
|
-68.44%
|
-71.16%
|
-74.16%
|
-77.31%
|
-80.47%
|
-83.52%
|
-86.37%
|
|
180%
|
-180%
|
-64.29%
|
-64.64%
|
-65.69%
|
-67.36%
|
-69.57%
|
-72.19%
|
-75.08%
|
-78.12%
|
-81.17%
|
-84.11%
|
-86.86%
|
38
Estimated Fund Return Over One Year When the Fund’s Investment Objective is to Seek Daily Investment Results, Before Fund Fees and Expenses and Leverage Costs, that Correspond
to Two Times (2x) the Daily Performance of an Index.
The tables below shows performance examples of a Fund that has investment objective
to correspond to two times (2x) and two times the inverse (-2x) of, respectively, the
daily performance of an index. In the charts below, areas shaded lighter represent those scenarios where a
Fund will return the same or outperform (i.e., return more than) the index performance times the stated multiple in the Fund’s investment objective; conversely areas shaded darker represent those scenarios where the Fund
will underperform (i.e., return less than) the index performance times the stated multiple in the Fund’s investment objective.
|
One Year Index
Performance
|
Two Times (2x)
One Year Index
Performance
|
Index Volatility
|
||||||||||
|
0%
|
10%
|
20%
|
30%
|
40%
|
50%
|
60%
|
70%
|
80%
|
90%
|
100%
|
||
|
-90%
|
-180%
|
-99.0%
|
-99.0%
|
-99.0%
|
-99.1%
|
-99.1%
|
-99.2%
|
-99.3%
|
-99.4%
|
-99.5%
|
-99.6%
|
-99.6%
|
|
-80%
|
-160%
|
-96.0%
|
-96.0%
|
-96.2%
|
-96.3%
|
-96.6%
|
-96.9%
|
-97.2%
|
-97.5%
|
-97.9%
|
-98.2%
|
-98.5%
|
|
-70%
|
-140%
|
-91.0%
|
-91.1%
|
-91.4%
|
-91.8%
|
-92.3%
|
-93.0%
|
-93.7%
|
-94.5%
|
-95.3%
|
-96.0%
|
-96.7%
|
|
-60%
|
-120%
|
-84.0%
|
-84.2%
|
-84.6%
|
-85.4%
|
-86.4%
|
-87.5%
|
-88.8%
|
-90.2%
|
-91.6%
|
-92.9%
|
-94.1%
|
|
-50%
|
-100%
|
-75.0%
|
-75.2%
|
-76.0%
|
-77.2%
|
-78.7%
|
-80.5%
|
-82.6%
|
-84.7%
|
-86.8%
|
-88.9%
|
-90.8%
|
|
-40%
|
-80%
|
-64.0%
|
-64.4%
|
-65.4%
|
-67.1%
|
-69.3%
|
-72.0%
|
-74.9%
|
-77.9%
|
-81.0%
|
-84.0%
|
-86.8%
|
|
-30%
|
-60%
|
-51.0%
|
-51.5%
|
-52.9%
|
-55.2%
|
-58.2%
|
-61.8%
|
-65.8%
|
-70.0%
|
-74.2%
|
-78.2%
|
-82.0%
|
|
-20%
|
-40%
|
-36.0%
|
-36.6%
|
-38.5%
|
-41.5%
|
-45.5%
|
-50.2%
|
-55.3%
|
-60.8%
|
-66.3%
|
-71.5%
|
-76.5%
|
|
-10%
|
-20%
|
-19.0%
|
-19.8%
|
-22.2%
|
-26.0%
|
-31.0%
|
-36.9%
|
-43.5%
|
-50.4%
|
-57.3%
|
-64.0%
|
-70.2%
|
|
0%
|
0%
|
0.0%
|
-1.0%
|
-3.9%
|
-8.6%
|
-14.8%
|
-22.1%
|
-30.2%
|
-38.7%
|
-47.3%
|
-55.5%
|
-63.2%
|
|
10%
|
20%
|
21.0%
|
19.8%
|
16.3%
|
10.6%
|
3.1%
|
-5.8%
|
-15.6%
|
-25.9%
|
-36.2%
|
-46.2%
|
-55.5%
|
|
20%
|
40%
|
44.0%
|
42.6%
|
38.4%
|
31.6%
|
22.7%
|
12.1%
|
0.5%
|
-11.8%
|
-24.1%
|
-35.9%
|
-47.0%
|
|
30%
|
60%
|
69.0%
|
67.3%
|
62.4%
|
54.5%
|
44.0%
|
31.6%
|
17.9%
|
3.5%
|
-10.9%
|
-24.8%
|
-37.8%
|
|
40%
|
80%
|
96.0%
|
94.0%
|
88.3%
|
79.1%
|
67.0%
|
52.6%
|
36.7%
|
20.1%
|
3.3%
|
-12.8%
|
-27.9%
|
|
50%
|
100%
|
125.0%
|
122.8%
|
116.2%
|
105.6%
|
91.7%
|
75.2%
|
57.0%
|
37.8%
|
18.6%
|
0.1%
|
-17.2%
|
|
60%
|
120%
|
156.0%
|
153.5%
|
146.0%
|
134.0%
|
118.1%
|
99.4%
|
78.6%
|
56.8%
|
35.0%
|
13.9%
|
-5.8%
|
|
70%
|
140%
|
189.0%
|
186.1%
|
177.7%
|
164.1%
|
146.3%
|
125.1%
|
101.6%
|
77.0%
|
52.4%
|
28.6%
|
6.3%
|
|
80%
|
160%
|
224.0%
|
220.8%
|
211.3%
|
196.1%
|
176.1%
|
152.3%
|
126.0%
|
98.5%
|
70.8%
|
44.1%
|
19.2%
|
|
90%
|
180%
|
261.0%
|
257.4%
|
246.8%
|
229.9%
|
207.6%
|
181.1%
|
151.9%
|
121.2%
|
90.4%
|
60.6%
|
32.8%
|
|
100%
|
200%
|
300.0%
|
296.0%
|
284.3%
|
265.6%
|
240.9%
|
211.5%
|
179.1%
|
145.1%
|
110.9%
|
77.9%
|
47.2%
|
39
Estimated Fund Return Over One Year When the Fund’s Investment Objective is to Seek Daily Investment Results, Before Fees and Expenses, that Correspond to Two Times the Inverse
(-2x) of the Daily Performance of an Index.
|
One Year Index
Performance
|
Two Times the Inverse (-2x) of
One Year Index
Performance
|
Index Volatility
|
||||||||||
|
0%
|
10%
|
20%
|
30%
|
40%
|
50%
|
60%
|
70%
|
80%
|
90%
|
100%
|
||
|
-90%
|
180%
|
9900.0%
|
9604.5%
|
8769.2%
|
7533.8%
|
6087.8%
|
4623.7%
|
3296.0%
|
2199.3%
|
1366.1%
|
780.4%
|
397.9%
|
|
-80%
|
160%
|
2400.0%
|
2326.1%
|
2117.3%
|
1808.4%
|
1447.0%
|
1080.9%
|
749.0%
|
474.8%
|
266.5%
|
120.1%
|
24.5%
|
|
-70%
|
140%
|
1011.1%
|
978.3%
|
885.5%
|
748.2%
|
587.5%
|
424.9%
|
277.3%
|
155.5%
|
62.9%
|
-2.2%
|
-44.7%
|
|
-60%
|
120%
|
525.0%
|
506.5%
|
454.3%
|
377.1%
|
286.7%
|
195.2%
|
112.2%
|
43.7%
|
-8.4%
|
-45.0%
|
-68.9%
|
|
-50%
|
100%
|
300.0%
|
288.2%
|
254.8%
|
205.4%
|
147.5%
|
88.9%
|
35.8%
|
-8.0%
|
-41.4%
|
-64.8%
|
-80.1%
|
|
-40%
|
80%
|
177.8%
|
169.6%
|
146.4%
|
112.0%
|
71.9%
|
31.2%
|
-5.7%
|
-36.1%
|
-59.3%
|
-75.5%
|
-86.2%
|
|
-30%
|
60%
|
104.1%
|
98.1%
|
81.0%
|
55.8%
|
26.3%
|
-3.6%
|
-30.7%
|
-53.1%
|
-70.1%
|
-82.0%
|
-89.8%
|
|
-20%
|
40%
|
56.3%
|
51.6%
|
38.6%
|
19.3%
|
-3.3%
|
-26.2%
|
-46.9%
|
-64.1%
|
-77.1%
|
-86.2%
|
-92.2%
|
|
-10%
|
20%
|
23.5%
|
19.8%
|
9.5%
|
-5.8%
|
-23.6%
|
-41.7%
|
-58.1%
|
-71.6%
|
-81.9%
|
-89.1%
|
-93.9%
|
|
0%
|
0%
|
0.0%
|
-3.0%
|
-11.3%
|
-23.7%
|
-38.1%
|
-52.8%
|
-66.0%
|
-77.0%
|
-85.3%
|
-91.2%
|
-95.0%
|
|
10%
|
-20%
|
-17.4%
|
-19.8%
|
-26.7%
|
-36.9%
|
-48.9%
|
-61.0%
|
-71.9%
|
-81.0%
|
-87.9%
|
-92.7%
|
-95.9%
|
|
20%
|
-40%
|
-30.6%
|
-32.6%
|
-38.4%
|
-47.0%
|
-57.0%
|
-67.2%
|
-76.4%
|
-84.0%
|
-89.8%
|
-93.9%
|
-96.5%
|
|
30%
|
-60%
|
-40.8%
|
-42.6%
|
-47.5%
|
-54.8%
|
-63.4%
|
-72.0%
|
-79.9%
|
-86.4%
|
-91.3%
|
-94.8%
|
-97.1%
|
|
40%
|
-80%
|
-49.0%
|
-50.5%
|
-54.7%
|
-61.1%
|
-68.4%
|
-75.9%
|
-82.7%
|
-88.3%
|
-92.5%
|
-95.5%
|
-97.5%
|
|
50%
|
-100%
|
-55.6%
|
-56.9%
|
-60.6%
|
-66.1%
|
-72.5%
|
-79.0%
|
-84.9%
|
-89.8%
|
-93.5%
|
-96.1%
|
-97.8%
|
|
60%
|
-120%
|
-60.9%
|
-62.1%
|
-65.4%
|
-70.2%
|
-75.8%
|
-81.5%
|
-86.7%
|
-91.0%
|
-94.3%
|
-96.6%
|
-98.1%
|
|
70%
|
-140%
|
-65.4%
|
-66.4%
|
-69.3%
|
-73.6%
|
-78.6%
|
-83.7%
|
-88.2%
|
-92.0%
|
-94.9%
|
-97.0%
|
-98.3%
|
|
80%
|
-160%
|
-69.1%
|
-70.0%
|
-72.6%
|
-76.4%
|
-80.9%
|
-85.4%
|
-89.5%
|
-92.9%
|
-95.5%
|
-97.3%
|
-98.5%
|
|
90%
|
-180%
|
-72.3%
|
-73.1%
|
-75.4%
|
-78.9%
|
-82.9%
|
-86.9%
|
-90.6%
|
-93.6%
|
-95.9%
|
-97.6%
|
-98.6%
|
|
100%
|
-200%
|
-75.0%
|
-75.7%
|
-77.8%
|
-80.9%
|
-84.5%
|
-88.2%
|
-91.5%
|
-94.3%
|
-96.3%
|
-97.8%
|
-98.8%
|
40
INVESTMENT RESTRICTIONS
Each Fund has adopted certain investment restrictions as fundamental policies that
cannot be changed without a “vote of a majority of the outstanding voting securities” of the Fund. The phrase “majority of outstanding voting securities” is defined in the 1940 Act as the lesser of: (i) 67% or more of the shares of the Fund present at a duly-called meeting of shareholders, if the holders of more
than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of the
outstanding shares of the Fund. (All policies of each Fund not specifically identified in this SAI or its Prospectus
as fundamental may be changed without a vote of the shareholders of the Fund.) For purposes of the following
limitations (except for the restriction on concentration), all percentage limitations apply immediately
after a purchase or initial investment.
A Fund may not:
1.
Make investments for the purpose of exercising control or management.
2.
Purchase or sell real estate, except that, to the extent permitted by applicable law,
the Fund may invest in securities directly or indirectly secured by real estate or interests therein
or issued by companies that invest in real estate or interests therein.
3.
Make loans to other persons, except that the acquisition of bonds, debentures or other
corporate debt securities and investment in government obligations, commercial paper, pass-through
instruments, certificates of deposit, bankers’ acceptances and repurchase agreements and purchase and sale contracts and any similar instruments shall not be deemed to be
the making of a loan, and except, further, that a Fund may lend its portfolio securities, provided
that the lending of portfolio securities may be made only in accordance with applicable law
and the guidelines set forth in the Prospectus and this SAI, as they may be amended from time
to time.
4.
Issue senior securities to the extent such issuance would violate applicable law.
5.
Borrow money, except that the Fund (i) may borrow from banks (as defined in the 1940
Act) in amounts up to 33 1∕3% of its total assets (including the amount borrowed), (ii) may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for
temporary purposes, (iii) may obtain such short-term credit as may be necessary for the clearance
of purchases and sales of portfolio securities, (iv) may purchase securities on margin
to the extent permitted by applicable law and (v) may enter into reverse repurchase agreements.
The Fund may not pledge its assets other than to secure such borrowings or, to the extent permitted
by the Fund’s investment policies as set forth in the Prospectus and SAI, as they may be amended from time to time.
6.
Underwrite securities of other issuers, except insofar as the Fund technically may
be deemed an underwriter under the 1933 Act, as amended, in selling portfolio securities.
7.
Purchase or sell commodities or contracts on commodities, except to the extent the
Fund may do so in accordance with applicable law and the Fund’s Prospectus and SAI, as they may be amended from time to time.
ProShares Bitcoin ETF and ProShares Short Bitcoin ETF
8.
Concentrate (i.e., hold more than 25% of its assets in the stocks of a single industry
or group of industries) its investments in issuers of one or more particular industries, except
that the Fund may invest more than 25% of its total assets in investments that provide exposure
to bitcoin and/or bitcoin futures contracts.
ProShares Ultra Bitcoin ETF and ProShares UltraShort Bitcoin ETF
8.
Concentrate (i.e., hold more than 25% of its assets in the stocks of a single industry
or group of industries) its investments in issuers of one or more particular industries, except
that the Fund may invest more than 25% of its total assets in investments that provide exposure
to bitcoin.
41
ProShares Bitcoin & Ether Equal Weight ETF and ProShares Bitcoin & Ether Market Cap
Weight ETF
8.
Concentrate (i.e., hold more than 25% of its assets in the stocks of a single industry or group of
industries) its investments in issuers of one or more particular industries, except
that the Fund may invest more than 25% of its total assets in investments that provide exposure
to bitcoin, ether, bitcoin futures contracts, and/or ether futures contracts.
ProShares Ether ETF, ProShares Short Ether ETF, ProShares Ultra Ether ETF and ProShares
UltraShort Ether ETF
8.
Concentrate (i.e., hold more than 25% of its assets in the stocks of a single industry
or group of industries) its investments in issuers of one or more particular industries, except
that the Fund may invest more than 25% of its total assets in investments that provide exposure
to ether and/or ether futures contracts.
42
MANAGEMENT OF THE TRUST
THE BOARD OF TRUSTEES AND ITS LEADERSHIP STRUCTURE
The Board has general oversight responsibility with respect to the operation of the
Trust and each Fund. The Board has engaged ProShare Advisors to manage each Fund and is responsible
for overseeing ProShare Advisors and other service providers to the Trust and each Fund in accordance
with the provisions of the federal securities laws.
The Board is currently composed of four Trustees, including three Independent Trustees
who are not “interested persons” of each Fund, as that term is defined in the 1940 Act (each an “Independent Trustee”). In addition to four regularly scheduled meetings per year, the Board periodically meets
in executive session (with and without employees of ProShare Advisors), and holds special meetings, and/or informal
conference calls relating to specific matters that may require discussion or action prior to its next
regular meeting. The Independent Trustees have retained “independent legal counsel” as the term is defined in the 1940 Act.
The Board has appointed Michael L. Sapir to serve as Chairman of the Board. Mr. Sapir
is also the Co-Founder and Chief Executive Officer of ProShare Advisors and, as such, is not an
Independent Trustee. The Chairman’s primary role is to participate in the preparation of the agenda for Board meetings, determine (with the advice of counsel) which matters need to be acted upon by the Board, and
to ensure that the Board obtains all the information necessary to perform its functions and take action. The
Chairman also presides at all meetings of the Board and acts, with the assistance of staff, as a liaison with
service providers, officers, attorneys and the Independent Trustees between meetings. The Chairman performs such
other functions as requested by the Board from time to time. The Board does not have a lead Independent
Trustee.
The Board has determined that its leadership structure is appropriate in light of
the characteristics of the Trust and each Fund. These characteristics include, among other things, the fact
that multiple series are organized under one Trust; all series of the Trust are registered investment companies;
all series of the Trust have common service providers; and that the majority of the series of the Trust are
geared funds, with similar principal investment strategies. As a result, the Board addresses governance and management
issues that are often common to each series of the Trust. In light of these characteristics, the Board
has determined that a four-member Board, including three Independent Trustees, is of an adequate size to
oversee the operations of the Trust, and that, in light of the small size of the Board, a complex Board leadership
structure is not necessary or desirable. The relatively small size of the Board facilitates ready communication
among the Board members, and between the Board and management, both at Board meetings and between
meetings, further leading to the determination that a complex board structure is unnecessary.
In view of the small size of the Board, the Board has concluded that designating one of the three Independent Trustees as the “lead Independent Trustee” would not be likely to meaningfully enhance the effectiveness of the Board. The Board reviews its leadership structure at least annually and believes that its structure
is appropriate to enable the Board to exercise its oversight of each Fund.
The Board oversight of the Trust and each Fund extends to the Trust’s risk management processes. The Board and its Audit Committee consider risk management issues as part of their
responsibilities throughout the year at regular and special meetings. ProShare Advisors and other service
providers prepare regular reports for Board and Audit Committee meetings that address a variety of risk-related
matters, and the Board as a whole or the Audit Committee may also receive special written reports or
presentations on a variety of risk issues at the request of the Board or the Audit Committee. For example,
the portfolio managers of each Fund meet regularly with the Board to discuss portfolio performance, including
investment risk, counterparty risk and the impact on each Fund of investments in particular securities
or derivatives. As noted above, given the relatively small size of the Board, the Board determined it is not
necessary to adopt a complex leadership structure in order for the Board to effectively exercise its risk
oversight function.
The Board has appointed a Chief Compliance Officer (“CCO”) for the Trust (who is also the CCO for ProFund Advisors LLC). The CCO reports directly to the Board and participates in the Board’s meetings. The Independent Trustees meet at least annually in executive session with the CCO, and each Fund’s CCO prepares and presents an annual written compliance report to the Board. The CCO also
provides updates to
43
the Board on the operation of the Trust’s compliance policies and procedures and on how these procedures are designed to mitigate risk. Finally, the CCO and/or other officers or employees of
ProShare Advisors report to the Board in the event that any material risk issues arise.
In addition, the Audit Committee of the Board meets regularly with the Trust’s independent public accounting firm to review reports on, among other things, each Fund’s controls over financial reporting. The Trustees, their birth date, term of office and length of time served, principal business
occupations during the past five years and the number of portfolios in the Fund Complex overseen and other
directorships, if any, held by each Trustee, are shown below. Unless noted otherwise, the address of each
Trustee is: c/o ProShares Trust, 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland 20814.
|
Name and Birth Date
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During
the Past 5 Years
|
Number of
Operational
Portfolios in
Fund Complex*
Overseen by Trustee
|
Other Directorships
Held by Trustee
During
Past 5 Years
|
|
Independent Trustees
|
|
|
|
|
|
William D. Fertig
Birth Date: 9/56
|
Indefinite; June
2011 to present
|
Context Capital
Management
(Alternative Asset
Management): Chief
Investment Officer
(September 2002 to
present).
|
ProShares ([136])
ProFunds ([117])
|
Context Capital
|
|
Russell S. Reynolds III
Birth Date: 7/57
|
Indefinite;
November 2005 to
present
|
RSR Partners, Inc.
(Retained Executive
Recruitment and
Corporate
Governance
Consulting):
Managing Director
(February 1993 to
present).
|
ProShares ([136])
ProFunds ([117])
|
RSR Partners, Inc.
|
|
Michael C. Wachs
Birth Date: 10/61
|
Indefinite;
November 2005 to
present
|
Linden Lane Capital
Partners LLC (Real
Estate Investment
and Development):
Managing Principal
(2010 to present).
|
ProShares ([136])
ProFunds ([117])
|
NAIOP (the
Commercial Real
Estate Development
Association)
|
|
Interested Trustee and Chairman of the Board
|
|
|
||
|
Michael L. Sapir**
Birth Date: 5/58
|
Indefinite; 2002 to
present
|
Chairman and Chief
Executive Officer of
ProFund
Advisors LLC
(April 1997 to
present); ProShare
Advisors LLC
(November 2005 to
present); and
ProShare Capital
Management LLC
(July 2008 to
present).
|
ProShares ([136])
ProFunds ([117])
|
None
|
44
*
The “Fund Complex” consists of all operational registered investment companies under the 1940 Act that are advised by ProShare Advisors and any registered investment companies that have
an investment adviser that is an affiliated person of ProShare Advisors. Investment companies that
are non-operational (and therefore, not publicly offered) as of the date of this SAI are excluded from
these figures.
**
Mr. Sapir is an “interested person,” as defined by the 1940 Act, because of his ownership interest in ProShare Advisors.
The Board was formed in 2002, prior to the inception of the Trust’s operations. Messrs. Reynolds, Wachs and Sapir were appointed to serve as the Board’s initial trustees prior to the Trust’s operations. Mr. Fertig was added in June 2011. Each Trustee was and is currently believed to possess
the specific experience, qualifications, attributes and skills necessary to serve as a Trustee of the Trust.
In addition to their years of service as Trustees to ProFunds and Access One Trust, and gathering experience with
funds with investment objectives and principal investment strategies similar to series of the Trust, each
individual brings experience and qualifications from other areas. In particular, Mr. Reynolds has significant senior
executive experience in the areas of human resources, recruitment and executive organization; Mr. Wachs has
significant experience in the areas of investment and real estate development; Mr. Sapir has significant experience
in the field of investment management, both as an executive and as an attorney; and Mr. Fertig has
significant experience in the areas of investment and asset management.
COMMITTEES
The Board has established an Audit Committee to assist the Board in performing oversight
responsibilities. The Audit Committee is composed exclusively of Independent Trustees.
Currently, the Audit Committee is composed of Messrs. Reynolds, Wachs and Fertig. Among other things, the
Audit Committee makes recommendations to the full Board of Trustees with respect to the engagement
of an independent registered public accounting firm and reviews with the independent registered public
accounting firm the plan and results of the internal controls, audit engagement and matters having a material effect on the Trust’s financial operations. During the past fiscal year, the Audit Committee met six times, and the Board of Trustees met five times.
TRUSTEE OWNERSHIP
Listed below for each Trustee is a dollar range of securities beneficially owned in
the Trust, together with the aggregate dollar range of equity securities in all registered investment
companies overseen by each Trustee that are in the same family of investment companies as the Trust, as of December
31, 2024.
|
Name of Trustee
|
Dollar Range
of Equity
Securities in
the Trust
|
Aggregate Dollar
Range of Equity
Securities in All
Registered Investment
Companies Overseen
by Trustee in Family of
Investment Companies
|
|
Independent Trustees
|
|
|
|
William D. Fertig, Trustee
|
Over $100,000
|
Over $100,000
|
|
Russell S. Reynolds III, Trustee
|
$10,001-$50,000
|
$10,001-$50,000
|
|
Michael C. Wachs, Trustee
|
None
|
$10,001-$50,000
|
|
Interested Trustee
|
|
|
|
Michael L. Sapir, Trustee and Chairman
|
Over $100,000
|
Over $100,000
|
45
COMPENSATION OF TRUSTEES
Each Independent Trustee is paid a $325,000 annual retainer for service as a Trustee
on the Board and for service as a trustee on the board of other funds in the Fund Complex. Trustees
who are also Officers or affiliated persons receive no remuneration from the Trust for their services as Trustees.
The Trust does not accrue pension or retirement benefits as part of each Fund’s expenses, and Trustees are not entitled to benefits upon retirement from the Board of Trustees.
The following table shows aggregate compensation paid to the Trustees for their service
on the Board for the fiscal year ended May 31, 2025.
|
Name
|
Aggregate
Compensation
From the Funds
|
Pension or
Retirement
Benefits
Accrued as
Part of
Trust
Expenses
|
Estimated
Annual
Benefits
Upon
Retirement
|
Total
Compensation
From Trust and
Fund Complex
Paid to Trustees
|
|
Independent Trustees
|
|
|
|
|
|
William D. Fertig, Trustee
|
$11,968.36
|
$0
|
$0
|
$306,897.00
|
|
Russell S. Reynolds, III, Trustee
|
$11,968.36
|
$0
|
$0
|
$306,897.00
|
|
Michael C. Wachs, Trustee
|
$11,968.36
|
$0
|
$0
|
$306,897.00
|
|
Interested Trustee
|
|
|
|
|
|
Michael L. Sapir, Trustee and Chairman
|
$0
|
$0
|
$0
|
$0
|
OFFICERS
The Trust’s executive officers (the “Officers”), their date of birth, term of office and length of time served and their principal business occupations during the past five years, are shown
below. Unless noted otherwise, the address of each Trustee and Officer is: c/o ProShares Trust, 7272 Wisconsin
Avenue, 21st Floor, Bethesda, Maryland 20814.
|
Name and Birth Date
|
Position(s)
Held with
Trust
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During the Past
5 Years
|
|
Todd B. Johnson
Birth Date: 1/64
|
President
|
Indefinite;
January 2014 to
present
|
Chief Investment Officer of ProShare
Advisors (December 2008 to present);
ProFund Advisors LLC (December 2008 to
present); and ProShare Capital
Management LLC (February 2009 to present).
|
|
Maria Clem Sell
3 Canal Plaza, Suite
100 Portland, ME
04101
Birth Date: 2/78
|
Treasurer
|
Indefinite; June
2022 to present
|
Senior Principal Consultant and Fund
Treasurer, ACA Group (2021 to present);
Director, Franklin Templeton Investments
(2014 to 2021).
|
|
Victor M. Frye, Esq.
Birth Date: 10/58
|
Chief
Compliance
Officer and AML
Officer
|
Indefinite;
November 2005
to present
|
Counsel and Chief Compliance Officer of
ProShare Advisors (December 2004 to
present) and ProFund Advisors LLC (October
2002 to present); Secretary of ProFunds
Distributors, Inc. (April 2008 to present);
Chief Compliance Officer of ProFunds
Distributors, Inc. (July 2015 to present).
|
46
|
Name and Birth Date
|
Position(s)
Held with
Trust
|
Term of Office
and Length of
Time Served
|
Principal Occupation(s)
During the Past
5 Years
|
|
Richard Morris, Esq.
Birth Date: 8/67
|
Chief Legal
Officer and
Secretary
|
Indefinite;
December 2015
to present
|
General Counsel of ProShare Advisors;
ProFund Advisors LLC; and ProShare Capital
Management LLC (December 2015 to
present); Chief Legal Officer of ProFunds
Distributors, Inc. (December 2015 to present);
Partner at Morgan Lewis & Bockius, LLP
(October 2012 to November 2015).
|
The Officers, under the supervision of the Board, manage the day-to-day operations
of the Trust. One Trustee and all of the Officers of the Trust are directors, officers or employees
of ProShare Advisors or ACA Group. The other Trustees are Independent Trustees. The Trustees and some Officers
are also directors and officers of some or all of the other funds in the Fund Complex. The Fund Complex
includes all funds advised by ProShare Advisors and any funds that have an investment adviser that is
an affiliated person of ProShare Advisors.
COMPENSATION OF OFFICERS
The Officers, other than the CCO, receive no compensation directly from the Trust
for performing the duties of their offices.
47
INVESTMENT ADVISOR
ProShare Advisors, located at 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland 20814, serves as the investment adviser to each Fund and provides investment advice and management
services to each Fund. ProShare Advisors is owned by Michael L. Sapir, Louis M. Mayberg and Radcliff
PS I LLC.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Bitcoin ETF
ProShare Advisors serves as the investment advisor to the Fund pursuant to an investment
advisory and management agreement dated October 12, 2021 (the “Advisory and Management Agreement”). The principal offices of ProShare Advisors are located at 7272 Wisconsin Avenue 21st Floor,
Bethesda, MD 20814. ProShare Advisors manages the investment and reinvestment of the Fund’s assets in accordance with its investment objective(s), policies, and limitations, subject to the general supervision
and control of the Board and the Trust’s Officers. ProShare Advisors bears all costs associated with providing these advisory services.
In addition, ProShare Advisors is responsible for substantially all expenses of the
Fund except for: (i) brokerage and other transaction expenses and other fees, charges, taxes, levies
or expenses (such as stamp taxes) incurred in connection with the execution of portfolio transactions (except
that ProShare Advisors agrees to pay any net account or similar fees charged by futures commission merchants)
or in connection with creation and redemption transactions (including without limitation any fees, charges,
taxes, levies or expenses related to the purchase or sale of an amount of any currency, or the patriation or
repatriation of any security or other asset, related to the execution of portfolio transactions or any creation
or redemption transactions); (ii) legal fees or expenses in connection with any arbitration, litigation or pending
or threatened arbitration or litigation, including any settlements in connection therewith; (iii) compensation
and expenses of the Independent Trustees; (iv) compensation and expenses of counsel to the Independent
Trustees; (v) compensation and expenses of the Trust’s chief compliance officer and his or her staff; (vi) extraordinary expenses (in each case as determined by a majority of the Independent Trustees); (vii)
distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1
under the 1940 Act; (viii) taxes of any kind or nature (including, but not limited to, income, excise,
transfer and withholding taxes); (ix) interest of any kind or nature (except that ProShare Advisors will pay
net interest expenses incurred in connection with an investment in reverse repurchase agreements or futures
contracts); (x) fees and expenses related to the provision of securities lending services; and (xi) the fee
payable to ProShare Advisors. The payment or assumption by ProShare Advisors of any expenses of a Fund that ProShare
Advisors is not required by the investment advisory and management agreement to pay or assume shall
not obligate ProShare Advisors to pay or assume the same or any similar expense of such Fund, on any subsequent
occasion.
Bitcoin & Ether Market Cap Weight ETF, Bitcoin & Ether Equal Weight ETF, Ether ETF,
Short Bitcoin ETF, Short Ether ETF, Ultra Bitcoin ETF, Ultra Ether ETF, UltraShort Bitcoin
ETF, and UltraShort Ether ETF
ProShare Advisors serves as the investment advisor to each Fund pursuant to an investment
advisory and management agreement dated June 23, 2015, as amended February 12, 2016 (the “Advisory and Management Agreement”). The principal offices of ProShare Advisors are located at 7272 Wisconsin Avenue 21st Floor, Bethesda, MD 20814. ProShare Advisors manages the investment and reinvestment of each Fund’s assets in accordance with its investment objective(s), policies, and limitations,
subject to the general supervision and control of the Board and the Trust’s Officers. ProShare Advisors bears all costs associated with providing these advisory services.
In addition, ProShare Advisors is responsible for substantially all expenses of each
Fund except for: (i) brokerage and other transaction expenses and other fees, charges, taxes, levies
or expenses (such as stamp taxes) incurred in connection with the execution of portfolio transactions or in connection
with creation and redemption transactions (including without limitation any fees, charges, taxes, levies
or expenses related to the purchase or sale of an amount of any currency, or the patriation or repatriation of
any security or other asset, related to the execution of portfolio transactions or any creation or redemption transactions);
(ii) legal fees or
48
expenses in connection with any arbitration, litigation or pending or threatened arbitration
or litigation, including any settlements in connection therewith; (iii) compensation and expenses
of the Independent Trustees; (iv) compensation and expenses of counsel to the Independent Trustees; (v)
compensation and expenses of the Trust’s chief compliance officer and his or her staff; (vi) extraordinary expenses (in each case as determined by a majority of the Independent Trustees); (vii) distribution fees
and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act;
(viii) taxes of any kind or nature (including, but not limited to, income, excise, transfer and withholding
taxes); (ix) interest of any kind or nature; (x) fees and expenses related to the provision of securities lending
services; and (xi) the fee payable to ProShare Advisors. The payment or assumption by ProShare Advisors of any
expenses of a Fund that ProShare Advisors is not required by the Advisory and Management Agreement to
pay or assume shall not obligate ProShare Advisors to pay or assume the same or any similar expense of
such Fund, on any subsequent occasion.
The Advisory and Management Agreements may be terminated at any time, by a vote of
the Trustees, by a vote of a majority of the outstanding voting securities (as defined
in the 1940 Act) of each Fund, or by the Advisor, in each case upon sixty days’ prior written notice.
Pursuant to the Advisory and Management Agreement, each Fund pays ProShare Advisors
a fee at an annualized rate based on a percentage of the Fund’s average daily net assets as set forth below for investment advisory services.
|
Name of Fund
|
Investment Advisory Fee
|
|
Bitcoin ETF
|
[ ]%
|
|
Bitcoin & Ether Market Cap Weight ETF
|
[ ]%
|
|
Bitcoin & Ether Equal Weight ETF
|
[ ]%
|
|
Ether ETF
|
[ ]%
|
|
Short Bitcoin ETF
|
[ ]%
|
|
Short Ether ETF
|
[ ]%
|
|
Ultra Bitcoin ETF
|
[ ]%
|
|
Ultra Ether ETF
|
[ ]%
|
|
UltraShort Bitcoin ETF
|
[ ]%
|
|
UltraShort Ether ETF
|
[ ]%
|
Fees Paid under the Advisory Agreement and the Advisory and Management Agreement
The investment advisory fees or investment advisory and management fees, as applicable,
paid, as well as any amounts reimbursed pursuant to the Expense Limitation Agreement, for the
fiscal years ended May 31, 2023, May 31, 2024, and May 31, 2025 for each Fund that was operational as of each date are set forth below.
|
|
ADVISORY FEES
|
|
|
|
|
|
|
|
2023
|
|
2024
|
|
2025
|
|
|
|
Earned
|
Waived
|
Earned
|
Waived
|
Earned
|
Waived
|
|
Bitcoin ETF
|
$6,935,393
|
$0
|
$15,344,018
|
$0
|
$[ ]
|
$[ ]
|
|
Bitcoin & Ether Market Cap
Weight ETF
|
N/A
|
N/A
|
28,603
|
1,501
|
[ ]
|
[ ]
|
|
Bitcoin & Ether Equal Weight
ETF
|
N/A
|
N/A
|
20,659
|
1,275
|
[ ]
|
[ ]
|
|
Ether ETF
|
N/A
|
N/A
|
239,038
|
12,927
|
[ ]
|
[ ]
|
|
Short Bitcoin ETF
|
882,647
|
351,102
|
737,810
|
35,261
|
[ ]
|
[ ]
|
|
Short Ether ETF
|
N/A
|
N/A
|
11,038
|
805
|
[ ]
|
[ ]
|
|
Ultra Bitcoin ETF
|
N/A
|
N/A
|
199,459
|
0
|
[ ]
|
[ ]
|
|
Ultra Ether ETF
|
N/A
|
N/A
|
N/A
|
N/A
|
[ ]
|
[ ]
|
49
|
|
ADVISORY FEES
|
|
|
|
|
|
|
|
2023
|
|
2024
|
|
2025
|
|
|
|
Earned
|
Waived
|
Earned
|
Waived
|
Earned
|
Waived
|
|
UltraShort Bitcoin ETF
|
N/A
|
N/A
|
$14,618
|
$0
|
$[ ]
|
$[ ]
|
|
UltraShort Ether ETF
|
N/A
|
N/A
|
N/A
|
N/A
|
[ ]
|
[ ]
|
EXPENSE LIMITATION AGREEMENT
With respect to Bitcoin & Ether Equal Weight ETF, Bitcoin & Ether Market Cap Weight
ETF, Ether ETF, and Short Ether ETF, ProShare Advisors has contractually agreed to waive a portion
of its Advisory and Management Fee and/or to reimburse the amount of any interest expense incurred in
connection with investments in reverse repurchase agreements and any net fees charged by FCMs through
at least [September 30, 2026] (unless the Board consents to an earlier revision or termination of this arrangement).
After such date, the expense limitation may be terminated or revised by ProShare Advisors.
With respect to Ultra Ether ETF, ProShare Advisors has contractually agreed to waive
investment advisory and management services fee and/or to reimburse certain other expenses of
the Fund to limit total annual fund operating expenses to [0.94%] through at least [September 30, 2026] (unless the Board consents to an earlier revision or termination of this arrangement). After such date, the expense
limitation may be terminated or revised by ProShare Advisors. This expense limitation excludes transaction
costs (except any net fees charged by FCMs), interest (except any interest expense incurred in connection
with investments in reverse repurchase agreements), taxes, dividends (including dividend expenses on securities
sold short), litigation, indemnification, acquired fund fees and expenses as permitted by the then
current registration statement, and extraordinary expenses as determined under generally accepted accounting
principles.
PORTFOLIO MANAGEMENT
PORTFOLIO MANAGER COMPENSATION
ProShare Advisors believes that its compensation program is competitively positioned
to attract and retain high-caliber investment professionals. The compensation package for portfolio
managers consists of a fixed base salary, an annual incentive bonus opportunity and a competitive benefits
package. A portfolio manager’s salary compensation is designed to be competitive with the marketplace and reflect a portfolio manager’s relative experience and contribution to the firm. Fixed base salary compensation is reviewed and adjusted annually to reflect increases in the cost of living and market rates.
The annual incentive bonus opportunity provides cash bonuses based upon the overall firm’s performance and individual contributions. Principal consideration for each portfolio
manager is given to appropriate risk management, teamwork and investment support activities in determining
the annual bonus amount.
Portfolio managers are eligible to participate in the firm’s standard employee benefits programs, which include a competitive 401(k) retirement savings program with employer match,
life insurance coverage, and health and welfare programs.
Portfolio Manager Ownership
Listed below for each portfolio manager is a dollar range of securities beneficially
owned in each Fund managed by the portfolio manager, together with the aggregate dollar range of
equity securities in all registered investment companies in the Fund Complex as of May 31, 2025.
50
|
Name of Portfolio Manager
|
Dollar Range of
Equity Securities
in the Funds
Managed by the
Portfolio Manager
|
Aggregate Dollar Range
of Equity Securities in
All Registered
Investment Companies in
the ProShares Family
|
|
Alexander Ilyasov
|
[ ]
|
[ ]
|
|
George Banian
|
[ ]
|
[ ]
|
Other Accounts Managed by Portfolio Managers
Portfolio managers are generally responsible for multiple investment company accounts.
As described below, certain inherent conflicts of interest arise from the fact that a
portfolio manager has responsibility for multiple accounts, including conflicts relating to the allocation
of investment opportunities. Listed below for each portfolio manager are the number and type of accounts managed
or overseen by such portfolio manager as of May 31, 2025.
|
Name of Portfolio
Manager
|
Number of All Registered
Investment Companies
Managed/Total Assets
|
Number of All
Other Pooled
Investment Vehicles
Managed/Total Assets
|
Number of All
Other Accounts
Managed/Total Assets
|
|
Alexander Ilyasov
|
[ /$ ]
|
[ /$ ]
|
[ /$ ]
|
|
George Banian
|
[ /$ ]
|
[ /$ ]
|
[ /$ ]
|
Conflicts of Interest
In the course of providing advisory services, ProShare Advisors may simultaneously
recommend the sale of a particular security for one account while recommending the purchase of the
same security for another account if such recommendations are consistent with each client’s investment strategies. ProShare Advisors also may recommend the purchase or sale of securities that may also be recommended
by ProFund Advisors LLC, an affiliate of ProShare Advisors.
ProShare Advisors, its principals, officers and employees (and members of their families)
and affiliates may participate directly or indirectly as investors in ProShare Advisors’ clients, such as a Fund. Thus ProShare Advisors may recommend to clients the purchase or sale of securities in which
it, or its officers, employees or related persons have a financial interest. ProShare Advisors may give
advice and take actions in the performance of its duties to its clients that differ from the advice given or
the timing and nature of actions taken, with respect to other clients’ accounts and/or employees’ accounts that may invest in some of the same securities recommended to clients.
In addition, ProShare Advisors, its affiliates and principals may trade for their
own accounts. Consequently, non-customer and proprietary trades may be executed and cleared through
any prime broker or other broker utilized by clients. It is possible that officers or employees of ProShare
Advisors may buy or sell securities or other instruments that ProShare Advisors has recommended to, or purchased
for, its clients and may engage in transactions for their own accounts in a manner that is inconsistent with ProShare Advisors’ recommendations to a client. Personal securities transactions by employees may raise
potential conflicts of interest when such persons trade in a security that is owned by, or considered for
purchase or sale for, a client. ProShare Advisors has adopted policies and procedures designed to detect and
prevent such conflicts of interest and, when they do arise, to ensure that it effects transactions for clients
in a manner that is consistent with its fiduciary duty to its clients and in accordance with applicable law.
Any “access person” of ProShare Advisors, (as defined under the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”)), may make security purchases subject to the terms of the ProShare Advisors Code of Ethics that are consistent with the requirements of Rule 17j-1 under
the 1940 Act and Rule 204A-1 under the Advisers Act.
ProShare Advisors and its affiliated persons may come into possession from time to
time of material nonpublic and other confidential information about companies which, if disclosed, might affect an investor’s
51
decision to buy, sell, or hold a security. Under applicable law, ProShare Advisors
and its affiliated persons would be prohibited from improperly disclosing or using this information for their
personal benefit or for the benefit of any person, regardless of whether the person is a client of ProShare Advisors.
Accordingly, should ProShare Advisors or any affiliated person come into possession of material nonpublic
or other confidential information with respect to any company, ProShare Advisors and its affiliated persons
will have no responsibility or liability for failing to disclose the information to clients as
a result of following its policies and procedures designed to comply with applicable law.
REGISTRATION AS A COMMODITY POOL OPERATOR
In connection with its management of the Funds, ProShare Advisors has registered as
a commodity pool operator (a “CPO”) and each Fund as a commodity pool under the Commodity Exchange Act (the “CEA”). Accordingly, with respect to the Funds, ProShare Advisors is subject to registration and regulation as a CPO under the CEA, and must comply with various regulatory requirements under the
CEA and the rules and regulations of the CFTC and the National Futures Association (“NFA”), including disclosure requirements and reporting and recordkeeping requirements. ProShare Advisors is also subject to
periodic inspections and audits by the NFA. Compliance with these regulatory requirements could adversely affect each Fund’s total return. In this regard, any further amendment to the CEA or its related regulations
that subject ProShare Advisors or the Funds to additional regulation may have adverse impacts on each Fund’s operations and expenses.
52
OTHER SERVICE PROVIDERS
ADMINISTRATOR AND FUND ACCOUNTING AGENT
JPMorgan, One Beacon Street, 19th Floor, Boston, MA 02108, acts as Administrator to
each Fund pursuant to an administration agreement dated June 16, 2006, as amended from time
to time. The Administrator provides each Fund with all required general administrative services,
including, without limitation, office space, equipment, and personnel; clerical and general back office
services; bookkeeping and internal accounting; the determination of NAVs; and the preparation and filing of
all financial reports, and all other materials, except registration statements and proxy statements, required to
be filed or furnished by each Fund under federal and state securities laws.
The Administrator pays all fees and expenses that are directly related to the services
provided by the Administrator to each Fund; each Fund reimburses the Administrator for all fees and
expenses incurred by the Administrator which are not directly related to the services the Administrator provides
to each Fund under the service agreement. Each Fund may also reimburse the Administrator for such out-of-pocket
expenses as incurred by the Administrator in the performance of its duties.
Effective January 1, 2025, Ultimus Fund Solutions, LLC (“Ultimus”), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, began providing legal administration services to
the Trust (altogether, the “Legal Administrative Services”) pursuant to a separate agreement. The Trust pays Ultimus a monthly fee for its services as the Legal Administrator. Prior to January 1, 2025, Citi Fund Services Ohio, Inc. (“Citi”), located at 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, an indirect wholly-owned subsidiary of Citibank, N.A., provided regulatory administration services to the Trust.
Fees Paid under the Administration Agreement and Legal Administration Services Agreement
For the fiscal years ended May 31, 2023, May 31, 2024, and May 31, 2025, for each Fund that was operational for the period indicated, JPMorgan, as Administrator, was entitled to
administration fees in the following amount:
|
|
ADMINISTRATOR
FEES
|
|
|
|
|
2023
|
2024
|
2025
|
|
Bitcoin ETF
|
$0
|
$0
|
$[ ]
|
|
Bitcoin & Ether Market Cap Weight ETF
|
N/A
|
0
|
[ ]
|
|
Bitcoin & Ether Equal Weight ETF
|
N/A
|
0
|
[ ]
|
|
Ether ETF
|
N/A
|
0
|
[ ]
|
|
Short Bitcoin ETF
|
0
|
0
|
[ ]
|
|
Short Ether ETF
|
N/A
|
0
|
[ ]
|
|
Ultra Bitcoin ETF
|
N/A
|
0
|
[ ]
|
|
Ultra Ether ETF
|
N/A
|
N/A
|
[ ]
|
|
UltraShort Bitcoin ETF
|
N/A
|
0
|
[ ]
|
|
UltraShort Ether ETF
|
N/A
|
N/A
|
[ ]
|
For the fiscal years ended May 31, 2023, May 31, 2024, and May 31, 2025, for each Fund that was operational for the period indicated, Ultimus and Citi were entitled to fees in the following amounts:
|
|
CITI FEES
|
|
ULTIMUS
FEES
|
|
|
2023
|
2024
|
2025
|
|
Bitcoin ETF
|
$0
|
$0
|
$[ ]
|
|
Bitcoin & Ether Market Cap Weight ETF
|
N/A
|
0
|
[ ]
|
|
Bitcoin & Ether Equal Weight ETF
|
N/A
|
0
|
[ ]
|
|
Ether ETF
|
N/A
|
0
|
[ ]
|
|
Short Bitcoin ETF
|
0
|
0
|
[ ]
|
|
Short Ether ETF
|
N/A
|
0
|
[ ]
|
|
Ultra Bitcoin ETF
|
N/A
|
0
|
[ ]
|
53
|
|
CITI FEES
|
|
ULTIMUS
FEES
|
|
|
2023
|
2024
|
2025
|
|
Ultra Ether ETF
|
N/A
|
N/A
|
$[ ]
|
|
UltraShort Bitcoin ETF
|
N/A
|
$0
|
[ ]
|
|
UltraShort Ether ETF
|
N/A
|
N/A
|
[ ]
|
CUSTODIAN, TRANSFER AGENT, AND INDEX RECEIPT AGENT
JPMorgan Chase Bank, N.A. (“JPMorgan”) also acts as Custodian, Transfer Agent, Index Receipt Agent to each Fund. JPMorgan is located at 4 MetroTech Center, Brooklyn, NY 11245.
The Custodian is responsible for safeguarding each Fund’s cash and securities, receiving and delivering securities, collecting each Fund’s interest and dividends, and performing certain administrative duties, all as directed by authorized persons. The Custodian is also responsible for
the appointment and oversight of any sub-custodian banks and for providing reports regarding such sub-custodian
banks and clearing agencies.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
[ ] serves as independent registered public accounting firm and provides audit services,
tax return preparation and assistance, and audit-related services in connection with certain
SEC filings. [ ] address is 41 South High Street, Suite 2500, Columbus, Ohio 43215.
LEGAL COUNSEL
Dechert LLP serves as counsel to each Fund. The firm’s address is 1095 Avenue of the Americas, New York, New York 10036.
PRINCIPAL FINANCIAL OFFICER/TREASURER SERVICES
The Trust has entered into an agreement with ACA Group (“ACA”), pursuant to which ACA provides the Trust with the services of an individual to serve as the Trust’s Principal Financial Officer and Treasurer. Neither ACA nor the Treasurer have a role in determining the investment
policies of the Trust or Funds, or which securities are to be purchased or sold by the Trust or a Fund. The
Trust pays ACA an annual flat fee of $100,000 per year and an additional annual flat fee of $3,500 per Fund,
and will reimburse ACA for certain out-of-pocket expenses incurred by ACA in providing services to the Trust.
For the fiscal years ended May 31, 2023, May 31, 2024, and May 31, 2025, the Trust paid $372,592, $371,192 and $374,093, respectively, to ACA for services pursuant to its agreement. ACA is located at Three
Canal Plaza, Suite 100, Portland, ME 04101.
DISTRIBUTOR
SEI Investments Distribution Co. (“SEI”) serves as the distributor and principal underwriter in all fifty states and the District of Columbia. SEI is located at One Freedom Valley Drive,
Oaks, PA 19456. The Distributor has no role in determining the investment policies of the Trust or a Fund,
or which securities are to be purchased or sold by the Trust or a Fund. For the fiscal years ended May 31,
2023, May 31, 2024, and May 31, 2025, ProShare Advisors accrued $937,550, $1,110,455, and $1,305,320, respectively, to the Distributor as compensation for services.
DISTRIBUTION AND SERVICE PLAN
Shares will be continuously offered for sale by the Trust through the Distributor
only in Creation Units, as described below under “Purchase and Issuance of Creation Units.” Shares in less than Creation Units are not distributed by the Distributor. The Distributor also acts as agent for the
Trust. The Distributor will deliver a Prospectus to persons purchasing Shares in Creation Units and will maintain
records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is
a broker-dealer registered
54
under the 1934 Act and a member of the Financial Industry Regulatory Authority, Inc.
The Distributor has no role in determining the investment policies of each Fund or which securities are to
be purchased or sold by each Fund.
The Board has approved a Distribution and Service Plan under which each Fund may pay
financial intermediaries such as broker-dealers and investment advisers (“Authorized Firms”) up to 0.25%, on an annualized basis, of average daily net assets of the Fund as reimbursement or compensation
for distribution-related activities with respect to the Shares of the Fund and shareholder services. Under
the Distribution and Service Plan, the Trust or the Distributor may enter into agreements (“Distribution and Service Agreements”) with Authorized Firms that purchase Shares on behalf of their clients.
The Distribution and Service Plan and Distribution and Service Agreements will remain
in effect for a period of one year and will continue in effect thereafter only if such continuance
is specifically approved annually by a vote of the Trustees. All material amendments of the Distribution and
Service Plan must also be approved by the Board. The Distribution and Service Plan may be terminated at any
time by a majority of the Board or by a vote of a majority of the outstanding Shares, as defined under the 1940
Act, of the affected Fund. The Distribution and Service Agreements may be terminated at any time, without
payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of a majority
of the outstanding Shares, as defined under the 1940 Act, of the affected Fund on not less than 60 days’ written notice to any other party to the Distribution and Service Agreements. The Distribution and Service
Agreements shall terminate automatically if assigned. The Board has determined that, in its judgment,
there is a reasonable likelihood that the Distribution and Service Plan will benefit each Fund and holders
of Shares of each Fund. In the Board’s quarterly review of the Distribution and Service Plan and Distribution and Service Agreements, the Trustees will consider their continued appropriateness and the level of compensation
and/or reimbursement provided therein.
The Distribution and Service Plan is intended to permit the financing of a broad array
of distribution-related activities and services, as well as shareholder services, for
the benefit of investors. These activities and services are intended to make the Shares an attractive investment alternative,
which may lead to increased assets, increased investment opportunities and diversification, and reduced
per share operating expenses. There are currently no plans to impose distribution fees.
55
OTHER MATTERS
PAYMENTS TO THIRD PARTIES FROM THE ADVISOR
ProShare Advisors, from its own resources, including profits from advisory fees received
from a Fund, provided such fees are legitimate and not excessive, may make payments to broker-dealers
and other financial institutions for their services and expenses incurred in connection with
the distribution and promotion of each Fund’s Shares. In this regard, ProShare Advisors or an affiliate of ProShare Advisors, may directly or indirectly make cash payments to certain broker-dealers for participating in activities
that are designed to make registered representatives and other professionals more knowledgeable about exchange
traded products, including a Fund, or for other activities, such as participation in marketing activities
and presentations, educational training programs, conferences, the development of technology platforms
and reporting systems.
ProShare Advisors has separate arrangements to make payments, other than for the educational
programs and marketing activities described above, to Charles Schwab & Co., Inc. and
Raymond James Financial Services, Inc. (the “Firms”). Pursuant to the arrangements with the Firms, the Firms agreed to promote certain ProShares ETFs to each Firm’s customers and not to charge certain of their customers any commissions when those customers purchase or sell shares of certain ProShares ETFs.
These payments, which may be significant, are paid by ProShare Advisors from its own resources and not from
the assets of a Fund.
BOOK ENTRY ONLY SYSTEM
The Depository Trust Company (“DTC”) acts as securities depositary for the Shares. The Shares of each Fund are represented by global securities registered in the name of DTC or its
nominee and deposited with, or on behalf of, DTC. Except as provided below, certificates will not be issued
for Shares.
DTC has advised the Trust as follows: it is a limited-purpose trust company organized
under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the 1934 Act. DTC was created to hold securities of its participants (“DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts
of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC
Participants include securities brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned
by a number of its DTC Participants and by the NYSE and the Financial Industry Regulatory Authority,
Inc. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”). DTC agrees with and represents to DTC Participants that it will administer its book-entry
system in accordance with its rules and by-laws and requirements of law. Beneficial ownership
of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC
Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial
interests are referred to herein as “Beneficial owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants
(with respect to Indirect Participants and Beneficial owners that are not DTC Participants). Beneficial
owners will receive from or through the DTC Participant a written confirmation relating to their purchase
of Shares. The laws of some jurisdictions may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability of certain investors to acquire
beneficial interests in Shares.
Beneficial owners of Shares are not entitled to have Shares registered in their names,
will not receive or be entitled to receive physical delivery of certificates in definitive
form and are not considered the registered holder thereof. Accordingly, each Beneficial owner must rely on the procedures
of DTC, the DTC Participant and any Indirect Participant through which such Beneficial owner holds
its interests, to exercise any rights of a holder of Shares. The Trust understands that under existing industry
practice, in the event the Trust requests any action of holders of Shares, or a Beneficial owner desires to take
any action that DTC, as
56
the record owner of all outstanding Shares, is entitled to take, DTC would authorize
the DTC Participants to take such action and that the DTC Participants would authorize the Indirect Participants
and Beneficial owners acting through such DTC Participants to take such action and would otherwise act upon
the instructions of Beneficial owners owning through them. As described above, the Trust recognizes DTC
or its nominee as the owner of all Shares for all purposes. Conveyance of all notices, statements and other
communications to Beneficial owners is effected as follows. Pursuant to the Depositary Agreement between
the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged
to the Trust a listing of Shares holdings of each DTC Participant. The Trust shall inquire of each such DTC
Participant as to the number of Beneficial owners holding Shares, directly or indirectly, through such DTC
Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other
communication, in such form, number and at such place as such DTC Participant may reasonably request,
in order that such notice, statement or communication may be transmitted by such DTC Participant, directly
or indirectly, to such Beneficial owners. In addition, the Trust shall pay to each such DTC Participant
a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject
to applicable statutory and regulatory requirements.
Distributions of Shares shall be made to DTC or its nominee, Cede & Co., as the registered
holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit
immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect
Participants and Beneficial owners of Shares held through such DTC Participants will be governed by
standing instructions and customary practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants. The Trust has no responsibility or liability for any aspects of the records relating to or notices
to Beneficial owners, or payments made on account of beneficial ownership interests in such Shares, or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other
aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants
and the Indirect Participants and Beneficial owners owning through such DTC Participants.
DTC may determine to discontinue providing its service with respect to Shares at any
time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto
under applicable law. Under such circumstances, the Trust shall take action either to find a replacement
for DTC to perform its functions at a comparable cost or, if such a replacement is unavailable, to issue
and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect
thereto satisfactory to the Exchange. In addition, certain brokers may make a dividend reinvestment service
available to their clients. Brokers offering such services may require investors to adhere to specific
procedures and timetables in order to participate. Investors interested in such a service should contact their
broker for availability and other necessary details.
CODE OF ETHICS
The Trust, ProShare Advisors and the Distributor each have adopted a consolidated
code of ethics (the “COE”), under Rule 17j-1 of the 1940 Act, which is reasonably designed to ensure that all acts, practices and courses of business engaged in by personnel of the Trust, ProShare Advisors and
the Distributor reflect high standards of conduct and comply with the requirements of the federal securities
laws. There can be no assurance that the COE will be effective in preventing deceptive, manipulative or
fraudulent activities. The COE permits personnel subject to it to invest in securities, including securities
that may be held or purchased by a Fund; however, such transactions are reported on a regular basis by ProShare Advisors’ personnel that are Access Persons. Access Persons, as the term is defined in the COE,
subject to the COE are also required to report transactions in registered open-end investment companies advised
or sub-advised by ProShare Advisors. The COE is on file with the SEC and is available to the public.
57
PROXY VOTING POLICY AND PROCEDURES
Background
The Board of Trustees has adopted policies and procedures with respect to voting proxies
relating to portfolio securities of each Fund, pursuant to which the Board of Trustees has delegated
responsibility for voting such proxies to ProShare Advisors subject to the Board’s continuing oversight.
Policies and Procedures
The Advisor’s proxy voting policies and procedures (the “Guidelines”) are reasonably designed to maximize shareholder value and protect shareholder interests when voting proxies. The Advisor’s Brokerage Allocation and Proxy Voting Committee (the “Proxy Committee”) exercises and documents the Advisor’s responsibilities with regard to voting of client proxies. The Proxy Committee is composed
of employees of the Advisor. The Proxy Committee reviews and monitors the effectiveness of the Guidelines.
To assist the Advisor in its responsibility for voting proxies and the overall proxy voting process, the
Advisor has retained Institutional Shareholder Services (“ISS”) as an expert in the proxy voting and corporate governance area. The Proxy Committee reviews and, as necessary, may amend periodically the Guidelines to
address new or revised proxy voting policies or procedures.
Information on how proxies were voted for portfolio securities for the 12-month (or
shorter) period ended June 30 is available without charge, upon request, by calling the Advisor at
888-776-3637 or on the Trust’s website at proshares.com, or on the SEC’s website at http://www.sec.gov. See Appendix C for a copy of the proxy voting policy and procedures.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Trust has adopted a policy regarding the disclosure of information about each Fund’s portfolio holdings, which is reviewed on an annual basis. The Board of Trustees must approve
all material amendments to this policy. Disclosure of the complete holdings of each Fund is required to be
made quarterly within 60 days of the end of the Fund’s second and fourth fiscal quarter in the reports filed on Form N-CSR and in the monthly holdings report on Form N-PORT, with every third month made available to the
public by the SEC 60 days after the end of each Fund’s fiscal quarter. You can find SEC filings on the SEC’s website, www.sec.gov. In addition, each Fund’s portfolio holdings will be publicly disseminated each day the Fund is open for business via the Fund’s website at proshares.com.
The portfolio composition file (“PCF”) and the IOPV file, which contain equivalent portfolio holdings information, will be made available as frequently as daily to each Fund’s service providers to facilitate the provision of services to each Fund and to certain other entities (“Entities”) in connection with the dissemination of information necessary for transactions in Creation Units, as contemplated
by exemptive orders issued by the SEC and other legal and business requirements pursuant to which
each Fund creates and redeems Shares. Entities are generally limited to National Securities Clearing Corporation (“NSCC”) members and subscribers to various fee-based services, including large institutional investors (“Authorized Participants”) that have been authorized by the Distributor to purchase and redeem Creation Units
and other institutional market participants that provide information services. Each business day, Fund portfolio
holdings information will be provided to the Distributor or other agent for dissemination through the facilities
of the NSCC and/or through other fee-based services to NSCC members and/or subscribers to the fee-based
services, including Authorized Participants, and to entities that publish and/or analyze such information
in connection with the process of purchasing or redeeming Creation Units or trading Shares of Funds in the
secondary market.
Daily access to the PCF and IOPV file is permitted (i) to certain personnel of those
service providers that are involved in portfolio management and providing administrative, operational,
or other support to portfolio management, including Authorized Participants, and (ii) to other personnel
of ProShare Advisors and each Fund’s distributor, administrator, custodian and fund accountant who are involved in functions which may require such information to conduct business in the ordinary course.
58
Portfolio holdings information may not be provided prior to its public availability (“Non-Standard Disclosure”) in other circumstances except where appropriate confidentiality arrangements limiting the use of such information are in effect. Non-Standard Disclosure may be authorized by the Trust’s CCO or, in his absence, any other authorized officer of the Trust if he determines that such disclosure
is in the best interests of the Fund’s shareholders, no conflict exists between the interests of the Fund’s shareholders and those of ProShare Advisors or the Distributor and such disclosure serves a legitimate business
purpose, and measures discussed in the previous paragraph regarding confidentiality are satisfied. The lag
time between the date of the information and the date on which the information is disclosed shall be determined
by the officer authorizing the disclosure. The CCO is responsible for ensuring that portfolio holdings
disclosures are made in accordance with this Policy.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to the general supervision by the Board, ProShare Advisors is responsible
for decisions to buy and sell securities and derivatives for each Fund and the selection of brokers
and dealers to effect transactions. Purchases from dealers serving as market makers may include a dealer’s mark-up or reflect a dealer’s mark-down. Purchases and sales of U.S. government securities are normally transacted through issuers, underwriters or major dealers in U.S. government securities acting as principals.
Such transactions, along with other fixed income securities transactions, are made on a net basis and
do not typically involve payment of brokerage commissions. The cost of securities purchased from an underwriter
usually includes a commission paid by the issuer to the underwriters; transactions with dealers normally
reflect the spread between bid and asked prices; and transactions involving baskets of equity securities
typically include brokerage commissions. ProShare Advisors may choose to cross-trade securities between
clients to save costs where allowed under applicable law.
The policy for each Fund regarding purchases and sales of securities is that primary
consideration will be given to obtaining the most favorable prices and efficient executions of transactions.
Consistent with this policy, when securities transactions are effected on a stock exchange, the policy
is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest
possible commissions are paid in all circumstances. ProShare Advisors believes that a requirement always
to seek the lowest possible commission cost could impede effective portfolio management and preclude
the Fund and ProShare Advisors from obtaining a high quality of brokerage and execution services. In seeking
to determine the reasonableness of brokerage commissions paid in any transaction, ProShare Advisors
relies upon its experience and knowledge regarding commissions generally charged by various brokers
and on its judgment in evaluating the brokerage and execution services received from the broker. Such
determinations are necessarily subjective and imprecise, as in most cases an exact dollar value for those
services is not ascertainable. In addition to commission rates, when selecting a broker for a particular
transaction, ProShare Advisors considers but is not limited to the following efficiency factors: the broker’s availability, willingness to commit capital, reputation and integrity, facilities reliability, access to research,
execution capacity and responsiveness.
ProShare Advisors may give consideration to placing portfolio transactions with those
brokers and dealers that also furnish research and other execution related services to the Fund
or ProShare Advisors. Such services may include, but are not limited to, any one or more of the following: information
as to the availability of securities for purchase or sale; statistical or factual information
or opinions pertaining to investment; information about market conditions generally; equipment that facilitates
and improves trade execution; and appraisals or evaluations of portfolio securities.
For purchases and sales of derivatives (i.e., financial instruments whose value is derived from the value of an underlying asset, interest rate or index) ProShare Advisors evaluates
counterparties on the following factors: reputation and financial strength; execution prices; commission
costs; ability to handle complex orders; ability to give prompt and full execution, including the ability to
handle difficult trades; accuracy of reports and confirmations provided; reliability, type and quality of research
provided; financing
59
costs and other associated costs related to the transaction; and whether the total
cost or proceeds in each transaction is the most favorable under the circumstances.
Consistent with a Fund’s investment objective, ProShare Advisors may enter into guarantee close agreements with certain brokers. In all such cases, the agreement calls for the execution
price at least to match the closing price of the security. In some cases, depending upon the circumstances,
the broker may obtain a price that is better than the closing price and which under the agreement provides
additional benefits to clients. ProShare Advisors will generally distribute such benefits pro rata to applicable
client trades. In addition, ProShare Advisors, any of its affiliates or employees and each Fund have
a policy not to enter into any agreement or other understanding—whether written or oral—under which brokerage transactions or remuneration are directed to a broker to pay for distribution of a Fund’s shares.
BROKERAGE COMMISSIONS
A Fund may experience substantial differences in brokerage commissions from year to
year. High portfolio turnover and correspondingly greater brokerage commissions, to a great extent,
depend on the purchase, redemption, and exchange activity of a Fund’s investors, as well as each Fund’s investment objective and strategies.
The brokerage commissions paid for the fiscal years ended May 31, 2023, May 31, 2024, and May 31, 2025 for each Fund that was operational as of each date are set forth below.
|
|
BROKERAGE
COMMISSIONS
PAID
|
|
|
|
|
|
2023
|
2024
|
2025
|
Aggregate Total
|
|
Bitcoin ETF
|
$2,140,614.82
|
$2,210,361.52
|
$[ ]
|
$[ ]
|
|
Bitcoin & Ether Market Cap Weight ETF
|
N/A
|
$6,739.52
|
$[ ]
|
$[ ]
|
|
Bitcoin & Ether Equal Weight ETF
|
N/A
|
$6,094.53
|
$[ ]
|
$[ ]
|
|
Ether ETF
|
N/A
|
$65,089.72
|
$[ ]
|
$[ ]
|
|
Short Bitcoin ETF
|
$509,079.74
|
$241,830.68
|
$[ ]
|
$[ ]
|
|
Short Ether ETF
|
N/A
|
$9,466.08
|
$[ ]
|
$[ ]
|
|
Ultra Bitcoin ETF
|
N/A
|
$20,849.50
|
$[ ]
|
$[ ]
|
|
Ultra Ether ETF
|
N/A
|
N/A
|
$[ ]
|
$[ ]
|
|
UltraShort Bitcoin ETF
|
N/A
|
$0.00
|
$[ ]
|
$[ ]
|
|
UltraShort Ether ETF
|
N/A
|
N/A
|
$[ ]
|
$[ ]
|
SECURITIES OF REGULAR BROKER-DEALERS
Each Fund is required to identify any securities of its “regular brokers and dealers” (as such term is defined in the 1940 Act) which they may hold at the close of their most recent fiscal year. “Regular brokers or dealers” of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trust’s portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or
(iii) sold the largest dollar amounts of the Trust’s Shares.
[During each Fund’s fiscal year ended May 31, 2025, the Funds did not hold securities of regular brokers or dealers to the Trust.]
ORGANIZATION AND DESCRIPTION OF SHARES OF BENEFICIAL INTEREST
The Trust is a Delaware statutory trust and registered investment company. The Trust
was organized on May 29, 2002, and has authorized capital of unlimited Shares of beneficial interest
of no par value which may be issued in more than one class or series. Currently, the Trust consists of multiple
separately managed series. The Board of Trustees may designate additional series of beneficial interest
and classify Shares of a particular series into one or more classes of that series.
60
All Shares of the Trust are freely transferable. The Shares do not have preemptive
rights or cumulative voting rights, and none of the Shares have any preference to conversion,
exchange, dividends, retirements, liquidation, redemption or any other feature. Shares have equal voting
rights, except that, in a matter affecting a particular series or class of Shares, only Shares of that series
or class may be entitled to vote on the matter. Trust shareholders are entitled to require the Trust to redeem
Creation Units of their Shares. The Declaration of Trust confers upon the Board of Trustees the power, by
resolution, to alter the number of Shares constituting a Creation Unit or to specify that Shares may be individually
redeemable. The Trust reserves the right to adjust the stock prices of Shares to maintain convenient
trading ranges for investors. Any such adjustments would be accomplished through stock splits or reverse
stock splits which would have no effect on the net assets of the applicable Fund.
Under Delaware law, the Trust is not required to hold an annual shareholders meeting
if the 1940 Act does not require such a meeting. Generally, there will not be annual meetings
of Trust shareholders. Trust shareholders may remove Trustees from office by votes cast at a meeting of Trust shareholders
or by written consent. If requested by shareholders of at least 10% of the outstanding Shares of
the Trust, the Trust will call a meeting of a Fund’s shareholders for the purpose of voting upon the question of removal of a Trustee of the Trust and will assist in communications with other Trust shareholders.
The Declaration of Trust of the Trust disclaims liability of the shareholders or the
Officers of the Trust for acts or obligations of the Trust which are binding only on the assets and
property of the Trust. The Declaration of Trust provides for indemnification of the Trust’s property for all loss and expense of a Fund’s shareholder held personally liable for the obligations of the Trust. The risk of a
Trust shareholder incurring financial loss on account of shareholder liability is limited to circumstances where
a Fund would not be able to meet the Trust’s obligations and this risk, thus, should be considered remote.
If a Fund does not grow to a size to permit it to be economically viable, the Fund
may cease operations. In such an event, investors may be required to liquidate or transfer their
investments at an inopportune time.
PURCHASE AND REDEMPTION OF SHARES
The Trust issues and redeems Shares only in aggregations of Creation Units. The Creation
Unit size and the value of a Creation Unit at inception for each Fund is set forth below.
|
Fund Name
|
Creation Unit
Size
|
Value of
Creation Unit at
inception
|
|
Bitcoin ETF
|
10,000
|
$400,000
|
|
Bitcoin & Ether Market Cap Weight ETF
|
10,000
|
$400,000
|
|
Bitcoin & Ether Equal Weight ETF
|
10,000
|
$400,000
|
|
Ether ETF
|
10,000
|
$400,000
|
|
Short Bitcoin ETF
|
10,000
|
$400,000
|
|
Short Ether ETF
|
10,000
|
$400,000
|
|
Ultra Bitcoin ETF
|
10,000
|
$400,000
|
|
Ultra Ether ETF
|
10,000
|
$400,000
|
|
UltraShort Bitcoin ETF
|
10,000
|
$400,000
|
|
UltraShort Ether ETF
|
10,000
|
$400,000
|
The Board of Trustees of the Trust reserves the right to declare a split or a consolidation
in the number of Shares outstanding of a Fund, and may make a corresponding change in the
number of Shares constituting a Creation Unit, in the event that the per Share price in the secondary
market rises (or declines) to an amount that falls outside the range deemed desirable by the Board.
61
Purchase and Issuance of Creation Units
The Trust issues and sells Shares only in Creation Units on a continuous basis through
the Distributor, without a sales load, at their NAV next determined after receipt, on
any Business Day (as defined herein), of an irrevocable order in proper form.
A “Business Day” with respect to each Fund is any day on which the Exchange upon which it is listed is open for business.
Creation Units of Shares may be purchased only by or through a DTC Participant that
has entered into an Authorized Participant Agreement with the Distributor. Such Authorized Participant
will agree pursuant to the terms of such Authorized Participant Agreement on behalf of itself or any investor
on whose behalf it will act, as the case may be, to certain conditions. The Authorized Participant may
require the investor to enter into an agreement with such Authorized Participant with respect to certain matters.
Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant.
Investors should be aware that their particular broker may not be a DTC Participant or may not have
executed an Authorized Participant Agreement, and that therefore orders to purchase Creation Units may have
to be placed by the investor’s broker through an Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional charges to such investor. The Trust does not
expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants.
Orders must be transmitted by an Authorized Participant by telephone, online portal
or other transmission method acceptable to the Distributor pursuant to procedures set forth
in the Authorized Participant Agreement, as described below, which procedures may change from time to
time without notice at the discretion of the Trust or ProShare Advisors. Economic or market disruptions or
changes, or telephone or other communication failure, may impede the ability to reach the Distributor or an
Authorized Participant.
All questions as to the validity, form, eligibility and acceptance for deposit of
any securities to be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.
Cash Purchase Amount
Creation Units are sold at their NAV (the “Cash Purchase Amount”) plus a Transaction Fee, as described below.
Purchase and Redemption Cut-Off Times
An Authorized Participant may place an order to purchase or redeem Creation Units
(i) through the Continuous Net Settlement clearing processes of NSCC as such processes have been enhanced
to effect purchases and redemptions of Creation Units, such processes being referred to herein as the “Clearing Process,” or (ii) outside the Clearing Process. In either case, for a purchase or redemption order involving a Creation Unit to be effectuated at a Fund’s NAV on a particular day, it must be received in proper form by the following cut-off times (which may be earlier if the relevant Exchange or any relevant
bond market closes earlier than normal, such as the day before a holiday). In all cases purchase/redeem
procedures are at the discretion of ProShare Advisors and may be changed without notice.
62
|
Fund(s)
|
Typical Creation Cut-Off Time (Eastern Time)
|
|
Short Ether ETF
|
2:00 p.m.
|
|
Ultra Bitcoin ETF
|
2:00 p.m.
|
|
Ultra Ether ETF
|
2:00 p.m.
|
|
UltraShort Bitcoin ETF
|
2:00 p.m.
|
|
UltraShort Ether ETF
|
2:00 p.m.
|
Purchases Through the Clearing Process
To purchase or redeem through the Clearing Process, an Authorized Participant must
be a member of NSCC that is eligible to use the Continuous Net Settlement system. For purchase orders
placed through the Clearing Process, the Authorized Participant Agreement authorizes the Distributor
to transmit through each Fund’s transfer agent (the “Transfer Agent”) to NSCC, on behalf of an Authorized Participant, such trade instructions as are necessary to effect the Authorized Participant’s purchase order. Pursuant to such trade instructions to NSCC, the Authorized Participant agrees to deliver the Cash Purchase
Amount to the Trust, together with the Transaction Fee and such additional information as may be required
by the Distributor.
Purchases Outside the Clearing Process
An Authorized Participant that wishes to place an order to purchase Creation Units
outside the Clearing Process must state that it is not using the Clearing Process and that the
purchase instead will be effected through a transfer of cash directly through DTC. Purchases (and redemptions)
of Creation Units of the Fund settled outside the Clearing Process will be subject to a higher Transaction
Fee than those settled through the Clearing Process. Purchase orders effected outside the Clearing Process
are likely to require transmittal by the Authorized Participant earlier on the transmittal date than orders
effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain
the deadlines applicable to DTC and the Federal Reserve Bank wire system by contacting the operations department
of the broker or depository institution effectuating such transfer of the Cash Purchase Amount together
with the applicable Transaction Fee.
Rejection of Purchase Orders
The Trust reserves the right to reject a purchase order transmitted to it by the Distributor
including but not limited to the following: (a) the order is not in proper form; (b) the purchaser
or group of purchasers, upon obtaining the Shares ordered, would own 80% or more of the currently outstanding
Shares of a Fund; (c) the acceptance of the purchase transaction order would, in the opinion of counsel,
be unlawful; or (d) in the event that circumstances outside the control of the Trust, the Distributor and
ProShare Advisors make it impractical to process purchase orders. Examples of such circumstances include acts
of God; public service or utility problems resulting in telephone, telecopy and computer failures; fires, floods
or extreme weather conditions; market conditions or activities causing trading halts; systems failures
involving computer or other information systems affecting the Trust, ProShare Advisors, the Distributor, DTC,
NSCC, the Custodian or sub-custodian or any other participant in the creation process; and similar extraordinary
events.
The Trust shall notify a prospective purchaser of its rejection of the order of such
person. The Trust and the Distributor are under no duty, however, to give notification of any defects
or irregularities in the delivery of purchase transaction orders nor shall either of them incur any liability
for the failure to give any such notification.
63
Redemption of Creation Units
Shares may be redeemed only in Creation Units at their NAV next determined after receipt
of a redemption request in proper form by the Distributor on any Business Day. The Trust
will not redeem Shares in amounts less than Creation Units. Beneficial owners also may sell Shares in the
secondary market, but must accumulate enough Shares to constitute a Creation Unit in order to have such Shares
redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the
public trading market at any time to permit assembly of a Creation Unit of Shares. Investors should expect to incur
brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a
redeemable Creation Unit.
Redemption in Cash
A Fund will redeem Shares in cash, and the redeeming shareholder will be required
to receive its redemption proceeds in cash. The investor will receive a cash payment equal to the
NAV of its Shares based on the NAV of Shares of the Fund next determined after the redemption request is received
in proper form (minus a redemption Transaction Fee (“Cash Redemption Amount”).
Suspension or Postponement of Right of Redemption
A Fund may, in its discretion, suspend the right of redemption or may postpone the
redemption or purchase settlement date, (1) for any period during which the Exchange is closed (other
than customary weekend and holiday closings); (2) for any period during which trading on the Exchange
is suspended or restricted; (3) for any period during which an emergency exists as a result of which
disposal of the shares of the Fund’s portfolio securities or determination of its NAV is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
Placement of Redemption Orders Using the Clearing Process
Orders to redeem Creation Units of a Fund through the Clearing Process must be delivered
through an Authorized Participant that is a member of NSCC that is eligible to use the Continuous
Net Settlement System. A redemption order for a Fund must be received by the cut-off times set forth in “Purchase and Redemption Cut-Off Times” above.
All procedures set forth in the Authorized Participant Agreement must be followed
in order to receive the next determined NAV. The Cash Redemption Amount will be transferred by
the second (2nd) NSCC Business Day following the date on which such request for redemption is deemed
received.
Placement of Redemption Orders Outside the Clearing Process
Orders to redeem Creation Units outside the Clearing Process must be delivered through
a DTC Participant that has executed the Authorized Participant Agreement. A DTC Participant
who wishes to place an order for redemption of Creation Units to be effected outside the Clearing Process need not be a “participating party” under the Authorized Participant Agreement, but such orders must state that the DTC Participant is not using the Clearing Process and that the redemption of Creation Units will instead
be effected through a transfer of Shares directly through DTC. A redemption order for a Fund must be received
by the cut-off times set forth in “Purchase and Redemption Cut-Off Times” above. The order must be accompanied or preceded by the requisite number of Shares of a Fund specified in such order, which delivery must
be made through DTC to the Custodian by the second Business Day (T+2) following such transmittal date.
All procedures set forth in the Authorized Participant Agreement must be properly followed in order to receive
the next determined NAV.
After the Transfer Agent has deemed an order for redemption outside the Clearing Process
received, the Transfer Agent will initiate procedures to transfer Cash Redemption Amount (by
the second Business Day (T+2) following the transmittal date on which such redemption order is deemed received
by the Transfer Agent).
64
In certain instances, Authorized Participants may create and redeem Creation Unit
aggregations of the same Fund on the same trade date. In this instance, the Trust reserves the right
to settle these transactions on a net basis.
Cancellations
In the event an order is cancelled, the Authorized Participant will be responsible
for reimbursing the Fund for all costs associated with cancelling the order, including costs for repositioning
the portfolio, provided the Authorized Participant shall not be responsible for such costs if the order was
cancelled for reasons outside the Authorized Participant’s control or the Authorized Participant was not otherwise responsible or at fault for such cancellation. Upon written notice to the Distributor, such cancelled
order may be resubmitted the following Business Day.
Transaction Fees
Transaction fees payable to the Trust are imposed to compensate the Trust for the
transfer and other transaction costs of a Fund associated with the issuance and redemption of Creation
Units of Shares. A fixed Transaction Fee is applicable to each creation or redemption transaction, regardless
of the number of Creation Units purchased or redeemed. In addition, a variable Transaction Fee equal to a percentage
of the value of each Creation Unit purchased or redeemed may be applicable to a creation or redemption
transaction. The maximum Transaction Fee on purchases and redemptions will be 2.00% of the NAV of any
Creation Unit of any redemption transaction. In all cases, transaction fees will be limited in accordance
with the applicable requirements of SEC Rules and Regulations. The Transaction Fees charged to each Fund
are presented in the Authorized Participant Handbook.
These fees may, in certain circumstances, be paid by ProShare Advisors or otherwise
waived.
Continuous Offering
The method by which Creation Units are created and traded may raise certain issues
under applicable securities laws. Because new Creation Units are issued and sold by the
Trust on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances,
result in their being deemed participants in a distribution in a manner which could render them statutory
underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units
after placing an order with the Distributor, breaks them down into constituent Shares and sells some or all of
the Shares comprising such Creation Units directly to its customers; or if it chooses to couple the creation
of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares.
A determination of whether a person is an underwriter for the purposes of the 1933 Act depends upon all
the facts and circumstances pertaining to that person’s activities. Thus, the examples mentioned above should not be considered a complete description of all the activities that could lead a person to
be deemed an underwriter. Broker-dealer firms should also note that dealers who are effecting transactions in
Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus.
This is because the prospectus delivery exemption in Section 4(3) of the 1933 Act is not available in
respect of such transactions as a result of Section 24(d) of the 1940 Act. The Trust has been granted an exemption
by the SEC from this prospectus delivery obligation in ordinary secondary market transactions involving
Shares under certain circumstances, on the condition that purchasers of Shares are provided with a product
description of the Shares. Broker-dealer firms should note that dealers who are not “underwriters” but are participating in a distribution (as contrasted to an ordinary secondary market transaction), and thus
dealing with Shares that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933
Act. Firms that incur a prospectus-delivery obligation with respect to Shares are reminded that under Rule
153 under the 1933 Act, a prospectus delivery obligation under Section 5(b)(2) of the 1933 Act owed to a national
securities exchange
65
member in connection with a sale on the national securities exchange is satisfied if a Fund’s prospectus is made available upon request at the national securities exchange on which the Shares
of such Fund trade. The prospectus delivery mechanism provided in Rule 153 is only available with respect
to transactions on a national securities exchange and not with respect to other transactions.
66
DETERMINATION OF NET ASSET VALUE
The NAV per Share for each Fund is computed by dividing the value of the net assets
of such Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares
outstanding, rounded to the nearest cent. Expenses and fees, including the management and administration fees,
are accrued daily and taken into account for purposes of determining NAV. The NAV calculation time for each
Fund is listed in the chart below (which may be earlier if the relevant Exchange or any relevant bond market
closes early):
|
Fund(s)
|
Typical NAV Calculation Time
Eastern Time
|
|
Bitcoin ETF
|
4:00 p.m.
|
|
Bitcoin & Ether Market Cap Weight ETF
|
4:00 p.m.
|
|
Bitcoin & Ether Equal Weight ETF
|
4:00 p.m.
|
|
Ether ETF
|
4:00 p.m.
|
|
Short Bitcoin ETF
|
4:00 p.m.
|
|
Short Ether ETF
|
4:00 p.m.
|
|
Ultra Bitcoin ETF
|
4:00 p.m.
|
|
Ultra Ether ETF
|
4:00 p.m.
|
|
UltraShort Bitcoin ETF
|
4:00 p.m.
|
|
UltraShort Ether ETF
|
4:00 p.m.
|
Certain portfolio investments may not be traded on days a Fund is open for business.
Securities (including short-term securities) and other assets are generally valued
at their market value using information provided by a pricing service or market quotations. Short-term securities
are valued on the basis of amortized cost or based on market prices. Futures contracts are generally
valued at their last sale price prior to the time at which the NAV per share of a class of shares of a Fund
is determined. Alternatively, fair valuation procedures as described below may be applied if deemed more appropriate.
When ProShare Advisors determines that the price of a security is not readily available
or deems the price unreliable, it may, in good faith, establish a fair value for that security
in accordance with procedures established by and under the general supervision and responsibility of the Trust’s Board of Trustees. The use of a fair valuation method may be appropriate if, for example, market quotations do
not accurately reflect fair value for an investment, an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (for example,
a foreign exchange or market), a trading halt closes an exchange or market early, or other events result
in an exchange or market delaying its normal close.
67
TAXATION
OVERVIEW
Set forth below is a general discussion of certain U.S. federal income tax issues
concerning each Fund and the purchase, ownership, and disposition of a Fund’s Shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant
to shareholders in light of their particular circumstances, nor to certain types of shareholders subject to special
treatment under the federal income tax laws (for example, life insurance companies, banks and other financial
institutions, and IRAs and other retirement plans). This discussion is based upon present provisions
of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities,
all of which are subject to change, which change may be retroactive. Prospective investors should consult their
own tax advisors with regard to the federal tax consequences of the purchase, ownership, or disposition of a Fund’s Shares, as well as the tax consequences arising under the laws of any state, foreign country, or other
taxing jurisdiction.
TAXATION OF THE FUND
Each Fund has elected, or intends to elect, and intends to qualify and to be eligible
each year to be treated as a RIC under Subchapter M of the Code. A RIC generally is not subject to
federal income tax on income and gains distributed in a timely manner to its shareholders. To qualify for
treatment as a RIC, each Fund generally must, among other things:
(a) derive in each taxable year at least 90% of its gross income from (i) dividends,
interest, payments with respect to certain securities loans and gains from the sale or other
disposition of stock, securities or foreign currencies, or other income (including but not limited to gains
from futures contracts) derived with respect to its business of investing in such stock, securities or currencies;
and (ii) net income derived from interests in “qualified publicly traded partnerships” as described below (the income described in this subparagraph (a), “Qualifying Income”);
(b) diversify its holdings so that, at the end of each quarter of a Fund’s taxable year (or by the end of the 30-day period following the close of such quarter), (i) at least 50% of the
fair market value of the Fund’s assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of other RICs and other securities, with such other securities limited,
in respect of any one issuer, to a value not greater than 5% of the value of the Fund’s total assets and to an amount not greater than 10% of the outstanding voting securities of such issuer, and (ii) not greater than 25% of
the value of its total assets is invested, including through corporations in which the Fund owns a 20% or more voting
stock interest, in (x) the securities (other than U.S. government securities and the securities of other
RICs) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar
or related trades or businesses, or (y) the securities of one or more qualified publicly traded partnerships
(as defined below); and
(c) distribute with respect to each taxable year at least 90% of the sum of its investment
company taxable income (as that term is defined in the Code without regard to the deduction
for dividends paid—generally, taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt interest income, for such year.
In general, for purposes of the 90% gross income requirement described in subparagraph
(a) above, income derived from a partnership will be treated as Qualifying Income only to the
extent such income is attributable to items of income of the partnership which would be Qualifying Income
if realized directly by the RIC. However, 100% of the net income of a RIC derived from an interest in a “qualified publicly traded partnership” (a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, and (y) that
derives less than 90% of its income from the Qualifying Income described in clause (i) of subparagraph (a) above)
will be treated as Qualifying Income. In general, such entities will be treated as partnerships for federal
income tax purposes because they meet the passive income requirement under Code Section 7704(c)(2). In
addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply
to a RIC with respect to
68
items attributable to an interest in a qualified publicly traded partnership. Moreover,
the amounts derived from investments in foreign currency will be treated as Qualifying Income for purposes
of subparagraph (a) above. There is a remote possibility that the Internal Revenue Service (“IRS”) could issue guidance contrary to such treatment with respect to foreign currency gains that are not directly related to a RIC’s principal business of investing in stocks or securities (or futures with respect to stocks or securities), which could affect a Fund’s ability to meet the 90% gross income test and adversely affect the manner in which
that Fund is managed.
For purposes of the diversification test described in subparagraph (b) above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b) above, the identification of
the issuer (or, in some cases, issuers) of a particular Fund investment can depend on the terms and conditions of
that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and
an adverse determination or future guidance by the IRS with respect to issuer identification for a particular
type of investment may adversely affect the Fund’s ability to meet the diversification test in (b) above.
If, in any taxable year, a Fund were to fail to meet the 90% gross income, diversification
or distribution test described above, the Fund could in some cases cure such failure,
including by paying a Fund-level tax, paying interest, making additional distributions, or disposing of
certain assets. If a Fund were ineligible to or did not cure such a failure for any taxable year, or otherwise failed
to qualify as a RIC accorded special tax treatment under the Code, the Fund would be subject to tax on
its taxable income at corporate rates, and all distributions from earnings and profits, including distributions
of net tax-exempt income and net long-term capital gain (if any), may be taxable to shareholders as
dividend income. In such a case, distributions from the Fund would not be deductible by the Fund in computing
its taxable income. In addition, in order to requalify for taxation as a RIC, the Fund may be required to
recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.
As noted above, if a Fund qualifies as a RIC that is accorded special tax treatment,
the Fund will not be subject to federal income tax on income that is distributed in a timely manner
to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below).
Each Fund expects to distribute at least annually to its shareholders all or substantially
all of its investment company taxable income (computed without regard to the dividends-paid deduction),
its net tax-exempt income (if any) and its net capital gain (that is, the excess of its net
long-term capital gains over its net short-term capital losses, in each case determined with reference to any loss
carryforwards). Investment company taxable income that is retained by a Fund will be subject to tax at the regular
corporate rate. If a Fund retains any net capital gain, it will be subject to tax at the regular corporate
rate on the amount retained, but it may designate the retained amount as undistributed capital gains in a notice
mailed within 60 days of the close of the Fund’s taxable year to its shareholders who, in turn, (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed
amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund
on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds on a properly
filed U.S. tax return to the extent the credit exceeds such liabilities. If a Fund makes this designation,
for federal income tax purposes, the tax basis of shares owned by a shareholder of a Fund will be increased
by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder
under clause (ii) of the preceding sentence. A Fund is not required to, and there can be no assurance that
a Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
In determining its net capital gain, including in connection with determining the
amount available to support a Capital Gain Dividend (as defined below), its taxable income and its earnings
and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined
as any net capital loss attributable to the portion of the taxable year after October 31 or, if there is no
such loss, the net long-term capital loss or net short-term capital loss attributable to such portion of the taxable
year) or late-year ordinary loss (generally, the sum of (i) net ordinary loss, if any, from the sale, exchange
or other taxable disposition of property, attributable to the portion, if any, of the taxable year after October 31,
and its (ii) other net ordinary
69
loss, if any, attributable to the portion, if any, of the taxable year after December
31) as if incurred in the succeeding taxable year.
Amounts not distributed on a timely basis in accordance with a prescribed formula
are subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax, each Fund must distribute
during each calendar year an amount generally equal to the sum of (1) at least 98% of its ordinary
income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98.2% of
its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for a one-year period generally
ending on October 31 of the calendar year (or November 30 or December 31 of that year if the Fund is permitted
to elect and so elects), and (3) all such ordinary income and capital gains that were not distributed
in previous years. For purposes of the required excise tax distribution, ordinary gains and losses from the
sale, exchange, or other taxable disposition of property that would be properly taken into account after October
31 (or November 30 or December 31 of that year if the Fund is permitted to elect and so elects) are generally
treated as arising on January 1 of the following calendar year. Also, for these purposes, the Fund will
be treated as having distributed any amount on which it is subject to corporate income tax for the taxable
year ending within the calendar year. Each Fund intends generally to make distributions sufficient to avoid
imposition of the excise tax, although each Fund reserves the right to pay an excise tax rather than make an
additional distribution when circumstances warrant (for example, the payment of the excise tax amount is deemed
to be de minimis).
A distribution will be treated as paid on December 31 of a calendar year if it is
declared by a Fund in October, November or December of that year with a record date in such a month and
is paid by the Fund during January of the following year. Such distributions will be taxable to shareholders
in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions
are received.
Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a Fund’s net investment income. Instead, potentially subject to certain limitations, a Fund may carry net capital losses forward from any taxable year to subsequent taxable years to offset
capital gains, if any, realized during such subsequent taxable years. Distributions from capital gains are
generally made after applying any available capital loss carryforwards. Capital loss carryforwards are
reduced to the extent they offset current-year net realized capital gains, whether a Fund retains or distributes
such gains. Any such capital loss carryforwards will generally retain their character as short-term or
long-term and will be applied first against gains of the same character before offsetting gains of a different character
(e.g., net capital losses resulting from previously realized net long-term losses will first offset any long-term
capital gain, with any remaining amounts available to offset any net short-term capital gain).
The Funds had the following capital loss carryforwards as of October 31, 2024 (the Funds’ most recent tax year end).
|
Fund
|
No Expiration
Date
|
Total
|
|
Bitcoin ETF
|
$[ ]
|
$[ ]
|
|
Bitcoin & Ether Market Cap Weight ETF
|
[ ]
|
[ ]
|
|
Bitcoin & Ether Equal Weight ETF
|
[ ]
|
[ ]
|
|
Ether ETF
|
[ ]
|
[ ]
|
|
Short Bitcoin ETF
|
[ ]
|
[ ]
|
|
Short Ether ETF
|
[ ]
|
[ ]
|
|
Ultra Bitcoin ETF
|
[ ]
|
[ ]
|
|
Ultra Ether ETF
|
[ ]
|
[ ]
|
|
UltraShort Bitcoin ETF
|
[ ]
|
[ ]
|
|
UltraShort Ether ETF
|
[ ]
|
[ ]
|
At October 31, 2024 (the Funds’ most recent tax year end), the following Funds utilized capital loss carryforwards (“CLCFs”) and/or elected to defer late-year ordinary losses to November 1, 2024, the first day of the following tax year:
70
|
Fund
|
CLCFs Utilized
|
CLCFs Expired
|
Ordinary Late
Year Loss
Deferrals
|
|
Bitcoin ETF
|
$[ ]
|
$[ ]
|
$[ ]
|
|
Bitcoin & Ether Market Cap Weight ETF
|
[ ]
|
[ ]
|
[ ]
|
|
Bitcoin & Ether Equal Weight ETF
|
[ ]
|
[ ]
|
[ ]
|
|
Ether ETF
|
[ ]
|
[ ]
|
[ ]
|
|
Short Bitcoin ETF
|
[ ]
|
[ ]
|
[ ]
|
|
Short Ether ETF
|
[ ]
|
[ ]
|
[ ]
|
|
Ultra Bitcoin ETF
|
[ ]
|
[ ]
|
[ ]
|
|
Ultra Ether ETF
|
[ ]
|
[ ]
|
[ ]
|
|
UltraShort Bitcoin ETF
|
[ ]
|
[ ]
|
[ ]
|
|
UltraShort Ether ETF
|
[ ]
|
[ ]
|
[ ]
|
TAXATION OF FUND DISTRIBUTIONS
Distributions of investment income are generally taxable to shareholders as ordinary
income. Taxes on distributions of capital gains are determined by how long a Fund owned the investments
that generated them, rather than how long a shareholder has owned his or her shares. In general,
a Fund will recognize long-term capital gain or loss on investments it has owned for more than one year,
and short-term capital gain or loss on investments it has owned for one year or less. Tax rules can alter a Fund’s holding period in investments and thereby affect the tax treatment of gain or loss on such investments.
Distributions of net capital gain—the excess of net long-term capital gain over net short-term capital losses, in each case determined with reference to any loss carryforwards—that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable to shareholders as long-term capital gains includible in net capital gain and taxable to individuals at reduced rates. Distributions of net
short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to
shareholders as ordinary income.
The Code generally imposes a 3.8% Medicare contribution tax on the net investment
income of certain individuals, trusts, and estates to the extent their income exceeds certain
threshold amounts. For these purposes, “net investment income” generally includes, among other things, (i) distributions paid by a Fund of ordinary dividends and Capital Gain Dividends as described above, and (ii) any net
gain from the sale, redemption or exchange of Fund shares. Shareholders are advised to consult their tax
advisors regarding the possible implications of this additional tax on their investment in a Fund.
Distributions are taxable whether shareholders receive them in cash or reinvest them
in additional shares. Distributions are also taxable to shareholders even if they are paid from
income or gains earned by a Fund before a shareholder’s investment (and thus were included in the price the shareholder paid for the Fund shares). Investors should be careful to consider the tax implications of buying shares
of a Fund just prior to a distribution. The price of shares purchased at this time will include the amount of
the forthcoming distribution, but the distribution will generally be taxable.
A dividend or Capital Gain Dividend with respect to shares of a Fund held by a tax-deferred
or qualified plan, such as an IRA, retirement plan, or corporate pension or profit sharing
plan, generally will not be taxable to the plan. Distributions from such plans will be taxable to individual
participants under applicable tax rules without regard to the character of the income earned by the qualified plan.
Shareholders should consult their tax advisors to determine the suitability of shares of a Fund as an
investment through such plans and the precise effect of an investment on their particular situation.
If a Fund’s distributions exceed its current and accumulated earnings and profits, all or a portion of the distributions made in the same taxable year may be recharacterized as a return
of capital to shareholders to the extent of the shareholder’s cost basis in the Fund. A return of capital distribution will generally not be taxable, but will reduce each shareholder’s cost basis in the Fund and result in a higher reported capital gain
71
or lower reported capital loss when those shares on which the distribution was received
are sold. Distributions in excess of a shareholder’s cost basis will be treated as gain from the sale or exchange of property, the tax consequences of which are described under Disposition of Shares.
Shareholders will be notified annually as to the U.S. federal tax status of Fund distributions,
and shareholders receiving distributions in the form of newly issued shares will receive
a report as to the value of the shares received.
QUALIFIED DIVIDEND INCOME
“Qualified dividend income” received by an individual is taxed at the rates applicable to net capital gain. In order for some portion of the dividends received by a Fund shareholder to
be qualified dividend income, the Fund must meet holding period and other requirements with respect to some
portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period
and other requirements with respect to the Fund’s Shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share
of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before
the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain
preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that
the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments
with respect to positions in substantially similar or related property, (3) if the recipient elects to have
the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest,
or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of
a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such
a foreign corporation that is readily tradable on an established securities market in the United States) or (b)
treated as a passive foreign investment company. In general, distributions of investment income reported by a Fund
as derived from qualified dividend income will be treated as qualified dividend income in the hands
of a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements
described above with respect to the Fund’s Shares.
Dividends-Received Deduction
In general, dividends of net investment income received by corporate shareholders
of a Fund may qualify for the dividends-received deduction generally available to corporations to
the extent of the amount of eligible dividends received by the Fund from domestic corporations for the taxable
year. A dividend received by a Fund will not be treated as a dividend eligible for the dividends-received deduction
(1) if it has been received with respect to any share of stock that the Fund has held for less than 46
days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is
45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day
period beginning 90 days before such date in the case of certain preferred stock) or (2) to the extent
that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect
to positions in substantially similar or related property. Moreover, the dividends-received deduction
may otherwise be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing
requirements with respect to its shares of the Fund or (2) by application of various provisions of the Code
(for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed
portfolio stock (generally, stock acquired with borrowed funds)).
Repurchase Agreements
Any distribution of income that is attributable to (i) income received by a Fund in
lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or
(ii) dividend income received by a Fund on securities it temporarily purchased from a counterparty pursuant to a
repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, will not constitute
qualified dividend
72
income to individual shareholders and will not be eligible for the dividends-received
deduction for corporate shareholders.
DISPOSITION OF SHARES
Upon a sale, exchange or other disposition of shares of a Fund, a shareholder will
generally realize a taxable gain or loss depending upon his or her basis in the shares. A gain or loss
will be treated as capital gain or loss if the shares are capital assets in the shareholder’s hands, and generally will be long-term or short-term capital gain or loss depending upon the shareholder’s holding period for the shares. Any loss realized on a sale, exchange or other disposition will be disallowed to the extent
the shares disposed of are replaced (including through reinvestment of dividends) within a period of 61 days
beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of
the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on the disposition of a Fund’s Shares held by the shareholder for six months or less will be treated for tax purposes
as a long-term capital loss to the extent of any distributions of Capital Gain Dividends received or treated
as having been received by the shareholder with respect to such shares.
MARKET DISCOUNT
If a Fund purchases in the secondary market a debt security that has a fixed maturity
date of more than one year from its date of issuance at a price lower than the stated redemption
price of such debt security (or, in the case of a debt security issued with “original issue discount” (described below), a price below the debt security’s “revised issue price”), the excess of the stated redemption price over the purchase price is “market discount.” If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by a Fund in
each taxable year in which the Fund owns an interest in such debt security and receives a principal payment
on it. In particular, the Fund will be required to allocate that principal payment first to the portion
of the market discount on the debt security that has accrued but has not previously been includable in income. In
general, the amount of market discount that must be included for each period is equal to the lesser of (i)
the amount of market discount accruing during such period (plus any accrued market discount for prior periods
not previously taken into account) or (ii) the amount of the principal payment with respect to such period.
Generally, market discount accrues on a daily basis for each day the debt security is held by a Fund
at a constant rate over the time remaining to the debt security’s maturity or, at the election of the Fund, at a constant yield to maturity which takes into account the semi-annual compounding of interest. Gain realized on
the disposition of a market discount obligation must be recognized as ordinary interest income (not capital
gain) to the extent of the accrued market discount.
ORIGINAL ISSUE DISCOUNT
Certain debt securities may be treated as debt securities that were originally issued
at a discount. Original issue discount can generally be defined as the difference between the price
at which a security was issued and its stated redemption price at maturity. Original issue discount that accrues
on a debt security in a given year generally is treated for federal income tax purposes as interest income that is included in a Fund’s income and, therefore, subject to the distribution requirements applicable to RICs,
even though the Fund may not receive a corresponding amount of cash until a partial or full repayment or disposition
of the debt security.
Some debt securities may be purchased by a Fund at a discount that exceeds the original
issue discount on such debt securities, if any. This additional discount represents market
discount for federal income tax purposes (see above).
If the Fund holds the foregoing kinds of securities, it may be required to pay out
as an income distribution each year an amount which is greater than the total amount of cash interest
the Fund actually received. Such distributions may be made from the cash assets of the Fund or, if necessary,
by disposition of portfolio securities including at a time when it may not be advantageous to do so.
These dispositions may cause the Fund to realize higher amounts of short-term capital gains (generally taxed
to shareholders at
73
ordinary income tax rates) and, in the event the Fund realizes net capital gains from
such transactions, its shareholders may receive a larger Capital Gain Dividend than if the Fund had not held
such securities.
FUTURES CONTRACTS AND SWAPS
The tax treatment of certain contracts (including regulated futures contracts) entered
into by the Fund will be governed by Section 1256 of the Code (“Section 1256 contracts”). Gains (or losses) on these contracts generally are considered to be 60% long-term and 40% short-term capital gains or losses (“60/40”). Also, Section 1256 contracts held by a Fund at the end of each taxable year (and for
purposes of the 4% excise tax, on certain other dates prescribed in the Code) are “marked-to-market” with the result that unrealized gains or losses are treated as though they were realized and the resulting
gains or losses are treated as ordinary or 60/40 gains or losses, as appropriate.
The tax treatment of a payment made or received on a swap to which a Fund is a party,
and in particular whether such payment is, in whole or in part, capital or ordinary in character,
will vary depending upon the terms of the particular swap contract. Transactions in futures and swaps
undertaken by a Fund may result in “straddles” for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund, and losses realized by the Fund on positions that are
part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating
taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges
(including interest expense) associated with positions in a straddle may be required to be capitalized rather than
deducted currently. Certain elections that a Fund may make with respect to its straddle positions may
also affect the amount, character and timing of the recognition of gains or losses from the affected positions.
Because only a few regulations implementing the straddle rules have been promulgated,
the consequences of such transactions to a Fund is not entirely clear. The straddle rules
may increase the amount of short-term capital gain realized by a Fund, which is taxed as ordinary income when
distributed to shareholders. Because application of the straddle rules may affect the character of
gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions,
the amount which must be distributed to shareholders as ordinary income or long-term capital gain may
be increased or decreased substantially as compared to a Fund that did not engage in such transactions.
More generally, investments by a Fund in futures contracts and swaps are subject to
numerous special and complex tax rules. These rules could affect whether gains and losses recognized
by a Fund are treated as ordinary or capital, accelerate the recognition of income or gains to a
Fund and defer or possibly prevent the recognition or use of certain losses by a Fund. The rules could, in turn,
affect the amount, timing or character of the income distributed to shareholders by a Fund. In addition, because
the tax rules applicable to such instruments may be uncertain under current law, an adverse determination or
future IRS guidance with respect to these rules (which determination or guidance could be retroactive) may
affect whether a Fund has made sufficient distributions and otherwise satisfied the relevant requirements to
maintain its qualification as a RIC and avoid a Fund-level tax. Certain of a Fund’s investments in derivative instruments may produce a difference between its book income and its taxable income. If such a difference arises, and a Fund’s book income is less than its taxable income, the Fund could be required to make distributions
exceeding book income to qualify as a RIC that is accorded special tax treatment. In the alternative, if a Fund’s book income exceeds its taxable income (including realized capital gains), the distribution (if
any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital
to the extent of the recipient’s basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.
CRYPTO-LINKED INSTRUMENTS AND INVESTMENT IN A CAYMAN ISLANDS SUBSIDIARY
As discussed above in “Investment in a Subsidiary”, each Fund intends to achieve exposure to crypto derivatives through investment in a wholly-owned foreign subsidiary (the “Subsidiary”). The Subsidiary is classified as a corporation and is treated as a “controlled foreign corporation” (“CFC”) for U.S. federal income tax purposes. Each Fund will limit its investments in its Subsidiary in the
aggregate to 25% of a
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Fund’s total assets at the end of each quarter. Each Fund does not expect that income from its investment in its Subsidiary will be eligible to be treated as qualified dividend income or that
distributions from its Subsidiary will be eligible for the corporate dividends-received deduction. If a Fund’s investments in its Subsidiary were to exceed 25% of a Fund’s total assets at the end of a quarter, a Fund may no longer be eligible to be treated as a RIC under Subchapter M of the code. ProShare Advisors
will carefully monitor each Fund’s investments in the subsidiary with the intent of ensuring that no more than 25% of each Fund’s assets are invested in the subsidiary at the end of each tax quarter.
In addition, each Fund intends to invest in complex derivatives for which there is
not clear guidance from the Internal Revenue Service (“IRS”) as to the calculation of such investments under the asset diversification test or the qualifying income requirement applicable to RICs. There
are no assurances that the IRS will agree with a Fund’s calculation under the asset diversification test and/or its treatment of income for purposes of the qualifying income requirements, which could cause a Fund to fail to
qualify as a RIC.
If, in any year, a Fund were to fail to qualify for the special tax treatment accorded
a RIC and its shareholders, and were ineligible to or were not to cure such failure, the Fund would
be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income
at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of income available for distribution. In addition, in order to requalify for taxation as a RIC, a Fund could
be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions
It is expected that each Subsidiary will neither be subject to taxation on its net
income in the same manner as a corporation formed in the United States nor subject to branch profits
tax on the income and gain derived from its activities in the United States. A foreign corporation will generally
not be subject to such taxation unless it is engaged in or is treated as engaged in a U.S. trade or business.
The rules regarding whether a Subsidiary will be treated as engaged in a U.S. trade or business as a result
of its investments in crypto or crypto-linked derivatives are not certain. Each Subsidiary expects to operate
in a manner such that it is not so engaged or so treated; if it were, the Subsidiary would be subject to U.S.
federal income tax on a net basis at the corporate rate and would be subject to an additional branch profits tax,
thus reducing the yield of the Fund’s investment in the Subsidiary.
In general, a foreign corporation that is not engaged in and is not treated as engaged
in a U.S. trade or business is nonetheless subject to tax at a flat rate of 30% (or lower tax treaty
rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not
effectively connected with a U.S. trade or business. There is presently no tax treaty in force between the United
States and the jurisdiction in which any Subsidiary is (or would be) resident that would reduce this
rate of withholding tax. Income subject to such a flat tax is of a fixed or determinable annual or periodic
nature and includes dividends and interest income. Certain types of income are specifically exempted from
the 30% tax and thus withholding is not required on payments of such income to a foreign corporation. The
30% tax generally does not apply to capital gains (whether long-term or short-term) or to interest paid to
a foreign corporation on its deposits with U.S. banks. The 30% tax also does not apply to interest which qualifies as “portfolio interest.” Very generally, the term portfolio interest includes U.S.-source interest (including
OID) on an obligation in registered form, and with respect to which the person, who would otherwise be required
to deduct and withhold the 30% tax, received the required statement that the beneficial owner of
the obligation is not a U.S. person within the meaning of the Code.
As discussed in more detail below, FATCA (as defined below) generally imposes a reporting
and 30% withholding tax regime with respect to certain U.S.-source income (“withholdable payments”) paid to “foreign financial institutions” and certain other non-U.S. entities when those entities fail to satisfy the applicable account documentation, information reporting, withholding, registration,
certification and/or other requirements applicable to their status under FATCA. A Subsidiary will be subject
to the 30% withholding tax in respect of any withholdable payment it receives if it fails to satisfy these requirements,
as may be applicable to the Subsidiary. Each Subsidiary expects to satisfy these requirements,
as may be applicable to it, so as to avoid this additional 30% withholding. See “Certain Additional Reporting and Withholding Requirements” below for more discussion of these rules.
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A U.S. person, including a Fund, who owns (directly or indirectly) 10% or more of
the total combined voting power of all classes of stock of 10% or more of the total value of
shares of all classes of stock of a foreign corporation is a “U.S. Shareholder” for purposes of the CFC provisions of the Code. A CFC is a foreign corporation that, on any day of its taxable year, is owned (directly,
indirectly, or constructively) more than 50% (measured by voting power or value) by U.S. Shareholders. Because of
its investment in its Subsidiary, each Fund is a U.S. Shareholder in a CFC. As a U.S. Shareholder, a Fund
is required to include in gross income for U.S. federal income tax purposes for each taxable year of the Fund
its pro rata share of its CFC’s “subpart F income” and any “global intangible low-taxed income” (“GILTI”) for the CFC’s taxable year ending within the Fund’s taxable year whether or not such income is actually distributed by the CFC. Subpart F income generally includes interest, OID, dividends, net gains from the disposition
of stocks or securities, net gains from transactions (including futures) in commodities, and receipts
with respect to securities loans. GILTI generally includes the active operating profits of the CFC,
reduced by a deemed return on the tax basis of the CFC’s depreciable tangible assets. Subpart F income and GILTI are treated as ordinary income, regardless of the character of the CFC’s underlying income. Net losses incurred by a CFC during a tax year do not flow through to an investing Fund and thus will not be available to
offset income or capital gain generated from that Fund’s other investments. In addition, net losses incurred by a CFC during a tax year generally cannot be carried forward by the CFC to offset gains realized by it in subsequent
taxable years. To the extent a Fund invests in its Subsidiary and recognizes subpart F income or GILTI
in excess of actual cash distributions from such the Subsidiary, if any, it may be required to sell assets
(including when it is not advantageous to do so) to generate the cash necessary to distribute as dividends to
its shareholders all of its income and gains and therefore to eliminate any tax liability at the Fund level.
A Fund’s recognition of any subpart F income or GILTI from an investment in its Subsidiary will increase a Fund’s tax basis in such subsidiary. Distributions by a Subsidiary to a Fund, including in redemption of its Subsidiary’s shares, will be tax free, to the extent of its Subsidiary’s previously undistributed subpart F income or GILTI, and will correspondingly reduce a Fund’s tax basis in its Subsidiary, and any distributions in excess of a Fund’s tax basis in its Subsidiary will be treated as realized gain. Any losses with respect to a Fund’s shares of its Subsidiary will not be currently recognized. A Fund’s investment in its Subsidiary will potentially have the effect of accelerating a Fund’s recognition of income and causing its income to be treated as ordinary income, regardless of the character of such subsidiary’s income. If a net loss is realized by a Subsidiary, such loss is generally not available to offset the income
earned by a Fund. In addition, the net losses incurred during a taxable year by a Subsidiary cannot be
carried forward by such Subsidiary to offset gains realized by it in subsequent taxable years. A Fund will
not receive any credit in respect of any non-U.S. tax borne by a Subsidiary.
Under Treasury regulations, subpart F inclusions included in a Fund’s annual income for U.S. federal income purposes will constitute qualifying income to the extent it is either (i) timely
and currently repatriated or (ii) derived with respect to a Fund’s business of investing in stock, securities or currencies.
UNRELATED BUSINESS TAXABLE INCOME
Under current law, income of a RIC that would be treated as UBTI if earned directly
by a tax-exempt entity generally will not be attributed as UBTI to a tax-exempt entity
that is a shareholder in the RIC. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if Shares in a Fund constitute debt-financed property in the
hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
A tax-exempt shareholder may also recognize UBTI if a Fund recognizes “excess inclusion income” (as described above) derived from direct or indirect investments in residual interests
in REMICs or equity interests in TMPs if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by
the Fund). In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation
enacted in December 2006, a CRT (as defined in Section 664 of the Code) that realizes any UBTI
for a taxable year
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must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance
issued in October 2006, a CRT will not recognize UBTI as a result of investing in a Fund that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency
or instrumentality thereof, and certain energy cooperatives) is a record holder of a Share in a Fund that recognizes “excess inclusion income,” then the Fund will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders at the highest federal corporate
income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006
legislation is unclear. To the extent permitted under the 1940 Act, each Fund may elect to specially allocate
any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. Each Fund has not yet determined whether such an election will be made.
CRTs and other tax-exempt investors are urged to consult their tax advisors concerning
the consequences of investing in a Fund.
INVESTMENTS IN EXCHANGE-TRADED FUNDS
A Fund may invest in exchange-traded funds, including exchange-traded funds registered
under the 1940 Act (“Underlying ETFs”). Some such Underlying ETFs will be treated as regulated investment companies for federal income tax purposes (each such Underlying ETF, an “Underlying RIC”). In such cases, a Fund’s income and gains will normally consist, in whole or part, of dividends and other distributions from the Underlying RICs and gains and losses on the disposition of shares of the Underlying
RICs. The amount of income and capital gains realized by a Fund and in turn a Fund’s shareholders in respect of the Fund’s investments in Underlying RICs may be greater than such amounts would have been had
the Fund invested directly in the investments held by the Underlying RICs, rather than in the shares
of the Underlying RICs. Similarly, the character of such income and gains (e.g., long-term capital gain, eligibility for the dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund
invested directly in the investments held by the Underlying RICs.
To the extent that an Underlying RIC realizes net losses on its investments for a
given taxable year, a Fund that invests in the Underlying RIC will not be able to benefit from those losses
until and only to the extent that (i) the Underlying RIC realizes gains that it can reduce by those losses,
or (ii) the Fund recognizes its share of those losses when it disposes of shares in the Underlying RIC in a transaction
qualifying for sale or exchange treatment. Moreover, when a Fund makes such a disposition, any loss it
recognizes will be a capital loss. A Fund will not be able to offset any capital losses from its dispositions
of shares of the Underlying RIC against its ordinary income (including distributions deriving from
net short-term capital gains realized by the Underlying RIC). In addition, a portion of such capital loss may be
long-term, which will first offset the Fund’s capital gains, increasing the likelihood that the Fund’s short-term capital gains will be distributed to shareholders as ordinary income.
In the event that a Fund invests in an Underlying RIC that is not publicly offered
within the meaning of the Code, the Fund’s redemption of shares of such Underlying RIC may cause the Fund to be treated as receiving a dividend taxable as ordinary income on the full amount of the
redemption instead of being treated as realizing capital gain (or loss) on the redemption of the shares
of the Underlying RIC.
A Fund may invest in one or more exchange-traded funds that invest in commodities
or options, futures, or forwards with respect to commodities, and are treated as QPTPs for federal
income tax purposes. As noted above, a Fund is limited to investing no more than 25% of the value of its
total assets in the securities of one or more QPTPs. Although income from QPTPs is generally qualifying
income, if an ETF intending to qualify as a QPTP fails to so qualify and is treated as a partnership
for U.S. federal income tax purposes, a portion of its income may not be qualifying income. It is also possible
that an ETF intending to qualify as a QPTP will be treated as a corporation for federal income tax purposes.
In such a case, it will be potentially liable for an entity-level corporate income tax, which will adversely
affect the return thereon. There can be no guarantee that any ETF will be successful in qualifying as a QPTP.
In addition, there is little
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regulatory guidance concerning the application of the rules governing qualification
as a QPTP, and it is possible that future guidance may adversely affect the qualification of ETFs as QPTPs. A Fund’s ability to pursue an investment strategy that involves investments in QPTPs may be limited by that Fund’s intention to qualify as a RIC, and may bear adversely on that Fund’s ability to so qualify.
A Fund may invest in exchange-traded funds that are organized as trusts and that invest
in crypto assets. An exchange-traded trust is a pooled trust that may invest, among other commodities,
in crypto assets, and issues shares that are traded on a securities exchange. When the pool of underlying
assets is fixed, exchange traded trusts are treated as transparent for U.S. federal income tax purposes,
and thus, the Fund will be treated as holding its share of an exchange traded trust’s assets for purpose of determining whether the Fund meets the 90% gross income test described above. As with other investments in
crypto assets, investments in exchange traded trusts may generate non-qualifying income for purposes
of this test. As a result, a Fund’s investments in exchange traded trusts can be limited by the Fund’s intention to qualify as a RIC, and can bear adversely on the Fund’s ability to so qualify.
PASSIVE FOREIGN INVESTMENT COMPANIES
A Fund may invest in shares of foreign corporations that are classified under the
Code as passive foreign investment companies (“PFICs”). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets, or 75% or more of its gross
income is investment-type income. Certain distributions from a PFIC, as well as gain from the sale of PFIC shares, are treated as “excess distributions.” Excess distributions are taxable as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gains. In
general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period
during which the Fund held the PFIC shares. If a Fund receives an excess distribution with respect to PFIC stock,
the Fund will itself be subject to tax on the portion of an excess distribution that is allocated to prior
taxable years without the ability to reduce such tax by making distributions to Fund shareholders, and an interest factor
will be added to the tax as if the tax had been payable in such prior taxable years.
A Fund may be eligible to elect alternative tax treatment with respect to PFIC shares.
Under an election that currently is available in some circumstances, a Fund generally would
be required to include in its gross income its share of the ordinary income and net capital gains of a PFIC on a
current basis, regardless of whether distributions were received from the PFIC in a given year. If this election
were made, the special rules, discussed above, relating to the taxation of excess distributions, would not
apply. Another election would involve marking to market a Fund’s PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated and reported as though they were realized as ordinary
income on the last day of the taxable year. Any mark-to-market losses and any loss from an actual disposition
of PFIC shares would be deductible by the Fund as ordinary losses to the extent of any net mark-to-market
gains included in income in prior years. Making either of these two elections may require a Fund to
liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirements,
which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by PFICs will not be eligible to be treated as “qualified dividend income.” Because it is not always possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges described above
in some instances.
BACKUP WITHHOLDING
Each Fund may be required to withhold federal income tax (“backup withholding”) from dividends and capital gains distributions paid to shareholders. Federal tax will be withheld
if (1) the shareholder fails to furnish the Fund with the shareholder’s correct taxpayer identification number or social security number, (2) the IRS notifies the shareholder or the Fund that the shareholder has failed to report
properly certain interest and dividend income to the IRS and to respond to notices to that effect, or (3) when
required to do so, the shareholder fails to certify to the Fund that he or she is not subject to backup withholding.
Any amounts withheld under the backup withholding rules may be credited against the shareholder’s federal income tax liability.
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In order for a foreign investor to qualify for exemption from the backup withholding
tax rates and for reduced withholding tax rates under income tax treaties, the foreign investor
must comply with special certification and filing requirements. Foreign investors in a Fund should consult
their tax advisors in this regard.
NON-U.S. SHAREHOLDERS
Distributions by a Fund to a shareholder that is not a “United States person” within the meaning of the Code (such a shareholder, a “foreign shareholder”) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, and (3) interest-related dividends,
each as defined and subject to certain conditions described below, generally are not subject to withholding of
U.S. federal income tax.
In general, the Code defines (1) “short-term capital gain dividends” as distributions of net short-term capital gains in excess of net long-term capital losses and (2) “interest-related dividends” as distributions from U.S. source interest income of types similar to those not subject to U.S. federal
income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions
are properly reported as such by a Fund in a written notice to shareholders.
The exceptions to withholding for Capital Gain Dividends and short-term capital gain
dividends do not apply to (A) distributions to an individual foreign shareholder who is present
in the United States for a period or periods aggregating 183 days or more during the year of the distribution
and (B) distributions attributable to gain that is treated as effectively connected with the conduct by
the foreign shareholder of a trade or business within the United States under special rules regarding the disposition
of U.S. real property interests as described below. The exception to withholding for interest-related dividends
does not apply to distributions to a foreign shareholder (A) that has not provided a satisfactory statement
that the beneficial owner is not a U.S. person, (B) to the extent that the dividend is attributable to
certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the
issuer, (C) that is within certain foreign countries that have inadequate information exchange with the United
States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related
person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation. If a
Fund invests in a RIC that pays Capital Gain Dividends, short-term capital gain dividends or interest-related
dividends to the Fund, such distributions retain their character as not subject to withholding if properly reported
when paid by the Fund to foreign shareholders. A Fund is permitted to report such part of its dividends as
interest-related and/or short-term capital gain dividends as are eligible, but is not required to do so.
In order to qualify for the withholding exemptions for Capital Gain Dividends interest-related
and short-term capital gain dividends, a foreign shareholder is required to comply with
applicable certification requirements relating to its non-U.S. status (including, in general, furnishing the
applicable W-8 form or substitute form). In the case of shares held through an intermediary, the intermediary
may withhold even if the Fund reports all or a portion of a payment as an interest-related or short-term capital
gain dividend to shareholders. Foreign shareholders should consult their tax advisors or intermediaries,
as applicable, regarding the application of these rules to their accounts.
Distributions by the Fund to foreign shareholders other than Capital Gain Dividends,
short-term capital gain dividends and interest-related dividends (e.g., dividends attributable to foreign-source dividend and interest income or to short-term capital gains or U.S. source interest income
to which the exception from withholding described above does not apply) are generally subject to withholding of
U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).
If a beneficial owner of Fund shares who or which is a foreign shareholder has a trade
or business in the United States, and income from the Fund is effectively connected with the conduct
by the beneficial owner of that trade or business, such income will be subject to U.S. federal net income
taxation at regular income tax rates and, in the case of a foreign corporation, may also be subject to
a branch profits tax.
In general, a beneficial owner of Fund shares who or which is a foreign shareholder
is not subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized
on a sale of shares of the
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Fund unless (i) such gain is effectively connected with the conduct of a trade or
business carried on by such holder within the United States, (ii) in the case of an individual holder, the holder
is present in the United States for a period or periods aggregating 183 days or more during the year
of the sale and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply to the foreign shareholder’s sale of shares of the Fund (as described below).
If a shareholder is eligible for the benefits of a tax treaty, any effectively connected
income or gain will generally be subject to U.S. federal income tax on a net basis only if it is
also attributable to a permanent establishment maintained by the shareholder in the United States. More generally,
foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain
different tax results than those described herein, and are urged to consult their tax advisors.
Special rules would apply if a Fund were a qualified investment entity (“QIE”) because it is either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition of USRPIs described below. Very generally, a USRPHC is
a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum
of the fair market values of the corporation’s USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs generally are defined as any interest in U.S. real property
and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a USRPHC
in the last five years. Interests in domestically controlled QIEs, including RICs that are QIEs, not-greater-than-5%
interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions
do not apply for purposes of determining whether a Fund is a QIE.
If an interest in a Fund were a USRPI, the Fund would be required to withhold U.S.
tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which
case such foreign shareholder generally would also be required to file U.S. tax returns and pay any
additional taxes due in connection with the redemption.
If a Fund were a QIE, under a special “look-through” rule, any distributions by the Fund to a foreign shareholder (including, in certain cases, distributions made by the Fund in
redemption of its shares) attributable directly or indirectly to (i) distributions received by the Fund from
a lower-tier RIC that the Fund is required to treat as USRPI gain in its hands and (ii) gains realized on the disposition
of USRPIs by the Fund would retain their character as gains realized from USRPIs in the hands of the Fund’s foreign shareholders and would be subject to U.S. tax withholding. In addition, such distributions
could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions
at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the
rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholder’s current and past ownership of the Fund.
Foreign shareholders of a Fund also may be subject to “wash sale” rules to prevent the avoidance of the tax-filing and -payment obligations discussed above through the sale and repurchase
of Fund Shares.
Foreign shareholders should consult their tax advisors and, if holding Shares through
intermediaries, their intermediaries, concerning the application of these rules to an investment in
a Fund.
CERTAIN ADDITIONAL REPORTING AND WITHHOLDING REQUIREMENTS
Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder
(collectively, “FATCA”) generally require a Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an “IGA”). If a shareholder fails to provide this information or otherwise fails to comply with FATCA
or an IGA, a Fund or its agent may be required to withhold under FATCA at a rate of 30% with respect to
that shareholder on ordinary dividends it pays to such shareholder. The IRS and the U.S. Treasury have
issued proposed regulations providing that these withholding rules will not be applicable to the gross
proceeds of share redemptions or Capital Gain Dividends the Fund pays. If a payment by a Fund is subject
to FATCA
80
withholding, the Fund or its agent is required to withhold even if such payment would
otherwise be exempt from withholding under the rules applicable to foreign shareholders described above
(e.g., short-term capital gain dividends and interest-related dividends).
Each prospective investor is urged to consult its tax advisor regarding the applicability
of FATCA and any other reporting requirements with respect to the prospective investor’s own situation, including investments through an intermediary.
REPORTING REQUIREMENTS REGARDING FOREIGN BANK AND FINANCIAL ACCOUNTS
Shareholders that are U.S. persons and own, directly or indirectly, more than 50%
of a Fund could be required to report annually their “financial interest” in the Fund’s “foreign financial accounts,” if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Shareholders should consult a tax advisor, and persons investing in a Fund through an intermediary should contact
their intermediary, regarding the applicability to them of this reporting requirement.
TAX EQUALIZATION
Each Fund intends to distribute its net investment income and capital gains to shareholders
at least annually to qualify for treatment as a RIC under the Code. Under current law, provided
a Fund is not treated as a “personal holding company” for U.S. federal income tax purposes, the Fund is permitted to treat on its tax return as dividends paid the portion of redemption proceeds paid to redeeming
shareholders that represents the redeeming shareholders’ portion of the Fund’s accumulated earnings and profits. This practice, called tax “equalization,” reduces the amount of income and/or gains that a Fund is required to distribute as dividends to non-redeeming shareholders. Tax equalization is not available to a Fund treated as
a personal holding company. The amount of any undistributed income and/or gains is reflected in the value of a Fund’s Shares. The total return on a shareholder’s investment will generally not be reduced as a result of a Fund’s use of this practice.
PERSONAL HOLDING COMPANY STATUS
A Fund will be a personal holding company for federal income tax purposes if 50% or
more of the Fund’s shares are owned, at any time during the last half of the Fund’s taxable year, directly or indirectly by five or fewer individuals. For this purpose, the term “individual” includes pension trusts, private foundations and certain other tax-exempt trusts. If a Fund becomes a personal holding company,
it may be subject to a tax of 20% on all its investment income and on any net short-term gains not distributed
to shareholders on or before the fifteenth day of the third month following the close of the Fund’s taxable year. In addition, the Fund’s status as a personal holding company may limit the ability of the Fund to distribute dividends with respect to a taxable year in a manner qualifying for the dividends-paid deduction
subsequent to the end of the taxable year and will prevent the Fund from using tax equalization, which may result
in the Fund paying a fund-level income tax. Each Fund intends to distribute all of its income and gain
in timely manner such that it will not be subject to an income tax or an otherwise applicable personal holding company
tax, but there can be no assurance that a Fund will be successful in doing so each year. There can be
no assurance that a Fund is not nor will not become a personal holding company.
TAX SHELTER DISCLOSURE
Under U.S. Treasury regulations, if a shareholder recognizes a loss on a disposition of the Fund’s Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (including, for example, an insurance company holding separate account), the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities
are in many cases excepted from this reporting requirement, but, under current guidance, shareholders
of a RIC are not excepted. This filing requirement applies even though, as a practical matter, any such loss
would not, for example, reduce the taxable income of an insurance company. Future guidance may extend the
current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss
is reportable under these
81
regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these
regulations in light of their individual circumstances.
CREATION AND REDEMPTION OF CREATION UNITS
An Authorized Participant who exchanges securities for Creation Units generally will
recognize a gain or a loss. The gain or loss will be equal to the difference between the market
value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. An Authorized Participant who redeems Creation
Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of any securities received plus the amount of any
cash received for such Creation Units. The IRS, however, may assert that a loss realized upon an exchange
of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Any capital gain or loss realized upon
redemption of Creation Units is generally treated as long-term capital gain or loss if the shares have been
held for more than one year and as short-term capital gain or loss if the shares have been held for one year or
less. Authorized Participants that are “dealers in securities” for U.S. federal income tax purposes are subject to different rules with respect to holding, acquiring and disposing of securities, including Creation Units. Any capital
gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or
loss if the shares have been held for more than one year and as short-terms capital gain or loss if the shares
have been held for one year or less.
Authorized Participants that are “dealers in securities” for U.S. federal income tax purposes are subject to different rules with respect to holding, acquiring and disposing of securities,
including Creation Units. Persons purchasing or redeeming Creation Units should consult their own tax
advisors with respect to the tax treatment of any creation or redemption transaction.
OTHER TAX INFORMATION
The foregoing discussion is primarily a summary of certain U.S. federal income tax
consequences of investing in a Fund based on the law in effect as of the date of this SAI. The discussion
does not address in detail special tax rules applicable to certain classes of investors, such as, among
others, IRAs and other retirement plans, tax-exempt entities, foreign investors, insurance companies, banks
and other financial institutions, and investors making in-kind contributions to a Fund. Such shareholders
may be subject to U.S. tax rules that differ significantly from those summarized above. You should consult
your tax advisor for more information about your own tax situation, including possible other federal, state,
local and, where applicable, foreign tax consequences of investing in a Fund.
82
OTHER INFORMATION
RATING SERVICES
The ratings of Moody’s Ratings, Standard & Poor’s Ratings Group, Fitch Investor Services, and DBRS, Inc. represent their opinions as to the quality of the securities that they
undertake to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute
standards of quality. A description of the ratings used herein and in the Prospectus is set forth in Appendix
A to this SAI.
FINANCIAL STATEMENTS
The audited Financial Statements, for each Fund that commenced operations prior to
May 31, 2025, and the report of [ ], as independent registered public accounting firm, for the fiscal year ended May
31, 2025, that appear in the Form N-CSR dated May 31, 2025, are hereby incorporated by reference in this SAI. The Annual Report to shareholders is delivered with this SAI to shareholders requesting
this SAI.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THE PROSPECTUS OR IN THIS STATEMENT OF ADDITIONAL INFORMATION, WHICH THE PROSPECTUS INCORPORATES BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR PRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PROSHARES TRUST. THIS STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFERING BY PROSHARES TRUST IN ANY JURISDICTION IN WHICH SUCH AN OFFERING MAY NOT LAWFULLY BE MADE.
83
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
S&P GLOBAL RATINGS (“S&P”)
Long-Term Issue Credit Ratings
AAA – An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong.
AA – An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong.
A – An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.
BBB – An obligation rated ’BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.
BB; B; CCC; CC; and C – Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these
may be outweighed by large uncertainties or major exposure to adverse conditions.
BB – An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial,
or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.
B – An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments on the obligation.
Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.
CCC – An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its
financial commitments on the obligation. In the event of adverse business, financial, or economic conditions,
the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
CC – An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a
virtual certainty, regardless of the anticipated time to default.
C – An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with
obligations that are rated higher.
D – An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within the next
five business days in the absence of a stated grace period or within the earlier of the stated grace period
or the next 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic
stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.
A-1
The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR – This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P Global Ratings does not rate a particular obligation
as a matter of policy.
Municipal Short-Term Note Ratings
SP-1 – Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 – Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 – Speculative capacity to pay principal and interest.
Short-Term Issue Credit Ratings
A-1 – A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely strong.
A-2 – A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating
categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.
A-3 – A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.
B – A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments;
however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its financial commitments.
C – A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its
financial commitments on the obligation.
D – A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made
within any stated grace period. However, any stated grace period longer than five business days will be treated
as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic
stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.
MOODY’S RATINGS (“MOODY’S”)
Long-Term Rating Scale
Aaa – Obligations rated Aaa are judged to be of the highest quality, with minimal risk.
Aa – Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A – Obligations rated A are considered upper medium-grade and are subject to low credit risk.
A-2
Baa – Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess speculative characteristics.
Ba – Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B – Obligations rated B are considered speculative and are subject to high credit risk.
Caa – Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca – Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery in principal and interest.
C – Obligations rated C are the lowest-rated class of bonds and are typically in default, with little prospect for recovery of principal and interest.
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
a ranking in the lower end of that generic rating category.
Short-Term Rating Scale
P-1 – Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 – Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 – Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP – Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Municipal Investment Grade Rating Scale
MIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based
access to the market for refinancing.
MIG 2 – This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 – This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG – This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Variable Municipal Investment Grade Rating Scale
VMIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal
protections.
VMIG 2 – This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.
VMIG 3 – This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and
legal protections.
A-3
SG – This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently
strong short-term rating or may lack the structural or legal protections.
FITCH INVESTOR SERVICES (“FITCH’S)
Issuer Default Ratings
AAA – Highest credit quality. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments.
This capacity is highly unlikely to be adversely affected by foreseeable events.
AA – Very high credit quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity
is not significantly vulnerable to foreseeable events.
A – High credit quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be
more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB – Good credit quality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse
business or economic conditions are more likely to impair this capacity.
BB – Speculative. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business
or financial flexibility exists that supports the servicing of financial commitments.
B – Highly speculative. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity
for continued payment is vulnerable to deterioration in the business and economic environment.
CCC – Substantial credit risk. Very low margin for safety. Default is a real possibility.
CC – Very high levels of credit risk. Default of some kind appears probable.
C – Near Default. A default or default-like process has begun, or for a closed funding vehicle, payment capacity is irrevocably impaired.
RD – Restricted default. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default or distressed debt exchange on a bond, loan or other material
financial obligation, but has not entered into bankruptcy filings, administration, receivership, liquidation,
or other formal winding-up procedure, and has not otherwise ceased operating.
D – Default. ‘D’ ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or
that has otherwise ceased business and debt is still outstanding.
DBRS, Inc.
Long Term Obligations Scale
AAA – Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events.
AA – Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly
vulnerable to future events.
A-4
A – Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying
negative factors are considered manageable.
BBB – Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events.
BB – Speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events.
B – Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.
CCC/CC/C – Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although CC and C rating
categories are normally applied to obligations that are seen as highly likely to default, or subordinated
to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken place
but is considered inevitable may be rated in the C category.
D – When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods,
a downgrade to D may occur. DBRS Morningstar may also use SD (Selective Default) in cases where only some securities
are impacted, such as the case of a “distressed exchange”.
Commercial Paper and Short-Term Debt Rating Scale
R-1 (high) – Highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future
events.
R-1 (middle) – Superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively
modest degree. Unlikely to be significantly vulnerable to future events.
R-1 (low) – Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating
categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.
R-2 (high) – Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future
events.
R-2 (middle) – Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or
may be exposed to other factors that could reduce credit quality.
R-2 (low) – Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future
events. A number of challenges are present that could affect the issuer’s ability to meet such obligations.
R-3 – Lowest end of adequate credit quality. There is capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the
certainty of meeting such obligations could be impacted by a variety of developments.
R-4 – Speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain.
R-5 – Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due.
D – When the issuer has filed under any applicable bankruptcy, insolvency, or winding-up statute, or there is a failure to satisfy an obligation after the exhaustion of grace periods,
a downgrade to D may occur.
A-5
APPENDIX B
Although the Trust generally does not have information concerning the beneficial ownership
of Shares nominally held by Depository Trust Company (“DTC”), the name and percentage ownership of each DTC participant that owned of record 5% or more of the outstanding Shares of a Fund,
as of [September 1, 2025] is set forth below*:
|
Fund
|
Beneficial Owner
|
Percent
Owned
|
|
[ ]
|
|
|
|
|
[ ]
|
[ ]%
|
B-1
APPENDIX C
|
TITLE:
|
Proxy Voting Policies and Procedures
|
|
FOR:
|
ProShare Advisors LLC and ProFund Advisors LLC
|
|
DATED:
|
March 1, 2008
|
|
AS REVISED:
|
May 1, 2015
|
C-1
Proxy Voting Policies and Procedures to Maximize Shareholder Value and Protect Shareowner
Interests
It is the policy of ProFund Advisors LLC and ProShare Advisors LLC (collectively, the “Advisor”) to seek to maximize shareholder value and protect shareholder interests when voting proxies on
behalf of clients. The Advisor seeks to achieve this goal by utilizing a set of proxy voting guidelines (the “Guidelines”) maintained and implemented by an independent service provider, Institutional Shareholder Services (“ISS”). The Advisor believes that these Policies and Procedures, including the Guidelines, are reasonably
designed to ensure that proxy matters are conducted in the best interests of clients and in accordance with the Advisor’s fiduciary duties, applicable rules under the Investment Advisers Act of 1940, and, in the case
of its registered fund clients, applicable rules under the Investment Company Act of 1940.
Proxy Voting Guidelines
Proxies generally will be voted in accordance with the ISS Guidelines, an extensive
list of common proxy voting issues and recommended voting actions for such issues based on the overall
goal of achieving maximum shareholder value and protection of shareholder interests. Common issues in
the Guidelines, and factors taken into consideration in voting proxies with respect to these issues, include,
but are not limited to:
•Election of Directors—considering factors such as director qualifications, term of office, age limits.
•Proxy Contests—considering factors such as voting for nominees in contested elections and reimbursement of expenses.
•Election of Auditors—considering factors such as independence and reputation of the auditing firm.
•Proxy Contest Defenses—considering factors such as board structure and cumulative voting.
•Tender Offer Defenses—considering factors such as poison pills (stock purchase rights plans) and fair price provisions.
•Miscellaneous Governance Issues—considering factors such as confidential voting and equal access.
•Capital Structure—considering factors such as common stock authorization and stock distributions.
•Executive and Director Compensation—considering factors such as performance goals and employee stock purchase plans.
•State of Incorporation—considering factors such as state takeover statutes and voting on reincorporation proposals.
•Mergers and Corporate Restructuring—considering factors such as spinoffs and asset sales.
•Mutual Fund Proxy Voting—considering factors such as election of directors and proxy contests.
•Consumer and Public Safety Issues—considering factors such as social and environmental issues as well as labor issues.
A full description of the Guidelines is maintained by the Advisor and the Advisor
has established a committee that monitors the effectiveness of the Guidelines (the “Brokerage Allocation and Proxy Voting Committee” or the “Committee”).
The Advisor reserves the right to modify any of the recommendations set forth in the
Guidelines with respect to any particular issue in the future, in accordance with the Advisor intent to vote
proxies for clients in a manner that the Advisor determines is in the best interests of clients and which seeks
to maximize the value of the client’s investments. The Advisor is not required to vote every proxy in fulfilling its proxy voting obligations. In some cases, the Advisor may determine that it is in the best interests
of a client to refrain from exercising proxy voting rights. For example, the Advisor may determine that the cost
of voting certain proxies exceeds the expected benefit to the client (such as where casting a vote on a foreign
security would require hiring a translator), and may abstain from voting in such cases.
C-2
In cases where the Advisor does not receive a solicitation or enough information with
respect to a proxy vote within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting
deadline, the Advisor may be unable to vote. With respect to non- U.S. companies, it is typically
difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and
such circumstances may outweigh any anticipated economic benefit of voting. The major difficulties and costs
may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location
of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions
on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy
to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting
proxies; and (vii) foregone income from securities lending programs. The Advisor does not vote proxies
of non-U.S. companies if it determines that the expected costs of voting outweigh any anticipated economic
benefit to the client of voting.
Overview of the Proxy Voting Process
In relying on ISS to vote client proxies, the Advisor will take reasonable steps and
obtain adequate information to verify that ISS has the capacity to provide adequate proxy advice,
is independent of the Advisor, has an adequate conflict of interest policy, and does not have the incentive
to vote proxies in anyone’s interest other than that of the Advisor’s client. In addition, the Committee will monitor for conflicts concerning ISS.
As proxy agent, ISS devotes research for proxies based on the level of complexity
of the proxy materials to be voted. ISS assigns complex issues such as mergers or restructuring to senior analysts.
Recurring issues for which case-by-case analysis is unnecessary are handled by more junior analysts. In
every case, an analyst reviews publicly available information such as SEC filings and recent news reports
and, if necessary, may contact issuers directly. Such discussions with issuers may be handled by telephone
or in a face-to-face meeting. Analysts will seek to speak directly with management when a question is not
answered by publicly available information and such information is needed for an informed recommendation.
As part of ISS’s quality assurance process, every analysis is reviewed by a director of research or a chief policy advisor. Complex issues such as mergers are assigned to senior staff members.
Contested issues are reviewed by research directors. While a senior analyst takes the lead on every proxy
contest, a member of management will frequently conduct additional review by participating in calls with
principals directly involved with the proxy issue.
Generally, proxies are voted in accordance with the voting recommendations as stated
in the Guidelines. ISS will consult the Advisor on non-routine issues. Information about the Guidelines is
available on the ISS web site at: http://www.issgovernance.com/file/policy/2015-us-summary-voting-guidelines-updated.pdf.
Oversight of the Proxy Voting Process
The Advisor has established the Brokerage Allocation and Proxy Voting Committee, in
part, to oversee the proxy voting process. ISS provides the Advisor quarterly reports, which the Advisor
reviews to ensure that client proxies are being voted properly. The Advisor and ISS also perform spot checks
on an intra-quarterly basis. ISS’s management meets on a regular basis to discuss its approach to new developments and amendments to existing policies. Information on such developments or amendments, in
turn, is provided to the Committee.
Conflicts of Interest
From time to time, proxy issues may pose a material conflict of interest between the
Advisor and its clients. It shall be the duty of the Committee to monitor for and to identify potential conflicts
of interest. The Committee will also determine which conflicts are material (if any). To ensure that
proxy voting decisions are based on the best interests of the client in the event a conflict of interest arises,
the Advisor will direct ISS to use its independent judgment to vote affected proxies in accordance with the Guidelines.
If a registered investment company managed by the Advisor owns shares of another investment company
managed by the
C-3
Advisor, “echo voting” is employed to avoid certain potential conflicts of interest. Echo voting means that the Advisor votes the shares of each such underlying investment company in the same proportion
as the vote of all of the other holders of the underlying investment company’s shares.
The Committee will disclose to clients any voting issues that created a conflict of
interest and the manner in which ISS, on behalf of the Advisor, voted such proxies.
Securities Lending Program
The Advisor acknowledges that, when a registered fund client (a “Fund”) lends its portfolio securities, the Fund’s Trustees (who generally have delegated proxy voting responsibility to the Advisor) retain a fiduciary obligation to vote proxies relating to such securities and to recall the securities
in the event of a shareholder vote on a material event affecting the security on the loan. Under each Fund’s securities lending agreements, a Fund generally retains the right to recall a loaned security and to exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the Advisor must recall the securities
prior to the established record date. It is the Advisor’s general policy to use its best efforts to recall securities on loan and to vote proxies relating to such securities if the Advisor determines that such proxies involve
a material event affecting the loaned securities. The Advisor may utilize third party service providers
to assist it in identifying and evaluating whether an event is material.
As noted, in certain cases, the Advisor may determine that voting proxies is not in
the best interest of a client and may refrain from voting if the costs, including the opportunity costs, of voting
would, in the view of the Advisor, exceed the expected benefits of voting to the client. For securities on loan,
the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting
votes. If the Advisor determines that the expected value of casting a vote will be less than the securities
lending income, either because the votes would not have significant economic consequences or because the
outcome of the vote would not be affected by the Advisor’s recalling the loaned securities in order to ensure they are voted (e.g., for an annual shareholder meeting at which purely routine votes are at issue, or if
the relevant Fund owns a de minimus percentage of the outstanding shares at issue). The Advisor intends to
recall securities on loan if it determines that voting the securities is likely to affect materially the value of a Fund’s investment and that it is in the Fund’s best interests to do so.
Availability of Information; Record of Proxy Voting
The Advisor, with the assistance of ISS, shall maintain for a period of at least five
years the following records relating to proxy voting on behalf of clients:
(1) proxy voting policies and procedures;
(2) proxy statements received for clients (unless such statements are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system);
(3) any documents prepared by the Advisor that were material to making a proxy voting
decision or that memorialized the basis for the decision;
(4) records of votes cast on behalf of clients (which may be maintained by a third
party service provider if the service provider undertakes to provide copies of those records promptly upon request);
and
(5) records of written requests for proxy voting information and written responses
from the Advisor to either a written or oral request.
For the first two years, the Advisor will store such records at its principal office.
Voting records will also be maintained and will be available free of charge by calling the Advisor at 888-776-1972.
The voting record is available on the website of the Securities and Exchange Commission at www.sec.gov.
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Disclosure
The Advisor will inform its clients as to how to obtain information regarding the Advisor’s voting of the clients’ securities. The Advisor will provide its clients with a summary of its proxy voting guidelines, process and policies and will inform its clients as to how they can obtain a copy of the complete
Guidelines upon request. The Advisor will include such information described in the preceding two
sentences in its Form ADV and will provide its existing clients with the above information. The Advisor shall
disclose in the statements of additional information of registered fund clients a summary of procedures which
the Advisor uses to determine how to vote proxies relating to portfolio securities of such clients. The
disclosure will include a description of the procedures used when a vote presents a conflict of interest between
shareholders and the Advisor or an affiliate of the Advisor.
The semi-annual reports of Fund clients shall indicate that a Fund’s proxy voting records are available: (i) by calling a toll-free number; or (ii) on the SEC’s website. If a request for the records is received, the requested description must be sent within three business days by a prompt method of delivery.
The Advisor, on behalf of each Fund it advises, shall file its proxy voting record
with the SEC on Form N-PX no later than August 31 of each year, for the twelve-month period ending June 30 of
the current year. Such filings shall contain all information required to be disclosed on Form N-PX.
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PART C. OTHER INFORMATION
ProShares Trust
Item 28. Exhibits
(a)
Articles of Incorporation
(b)
By-Laws
The rights of holders of the securities being registered are set out in Articles 4,
7, 8 and 9 of the Amended and Restated Declaration of Trust referenced in Exhibit (a)(4) above and in Articles
V, VI and X of the Amended and Restated By-laws referenced in Exhibit (b)(1) above.
(d)
Investment Advisory Contracts
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
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(14)
(15)
(16)
(17)
(18)
(e)
Underwriting Contracts
(f)
Bonus or Profit Sharing Contracts
Not applicable.
(g)
Custodian Agreements
(d)
(e)
(h)
Other Material Contracts
(1)
(2)
(3)
Advisory and Management Fee Waiver and Reimbursement Agreement between Registrant
and ProShare Advisors LLC, on behalf of ProShares Ether Strategy ETF, ProShares Short
Ether Strategy ETF, ProShares Bitcoin & Ether Strategy ETF and ProShares Bitcoin & Ether Equal Weight
Strategy ETF19, and Schedule A, dated as of September 16, 2024.22
(4)
(5)
(6)
(7)
(8)
C-1
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
Fund of Funds Investment Agreement between Registrant, First Trust Exchange-Traded
Fund, First Trust Exchange-Traded Fund II, First Trust Exchange-Traded Fund III, First Trust Exchange-Traded
Fund IV, First Trust Exchange-Traded Fund V, First Trust Exchange-Traded Fund VI, First Trust Exchange-Traded
Fund VII, First Trust Exchange-Traded Fund VIII, First Trust Exchange-Traded AlphaDEX® Fund and First Trust Exchange-Traded AlphaDEX® Fund II, dated January 19, 2022.18
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(i)
Legal Opinion.26
(j)
Consent of Independent Registered Public Accounting Firm.
Not applicable.
(k)
Omitted Financial Statements
Not applicable.
(l)
Initial Capital Agreements
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(1)
(m)
Rule 12b-1 Plan
(n)
Rule 18f-3 Plan
Not applicable.
(o)
Reserved
(1)
(1)
Filed with Initial Registration Statement on June 5, 2002.
(2)
Previously filed on July 17, 2003 as part of Pre-Effective Amendment No. 2 under the
Securities Act of 1933 and incorporated by reference herein.
(3)
Previously filed on May 22, 2006 as part of Pre-Effective Amendment No. 6 under the
Securities Act of 1933 and incorporated by reference herein.
(4)
Previously filed on June 19, 2006 as part of Pre-Effective Amendment No. 7 under the
Securities Act of 1933 and incorporated by reference herein.
(5)
Previously filed on August 30, 2006 as part of Post-Effective Amendment No. 1 under
the Securities Act of 1933 and incorporated by reference herein.
(6)
Previously filed on December 29, 2006 as part of Post-Effective Amendment No. 2 under
the Securities Act of 1933 and incorporated by reference herein.
(7)
Previously filed on September 28, 2010 as part of Post-Effective Amendment No. 27
under the Securities Act of 1933 and incorporated by reference herein.
(8)
Previously filed on December 30, 2010 as part of Post-Effective Amendment No. 30 under
the Securities Act of 1933 and incorporated by reference herein.
(9)
Previously filed on December 6, 2012 as part of Post-Effective Amendment No. 77 under
the Securities Act of 1933 and incorporated by reference herein.
(10)
Previously filed on February 12, 2016 as part of Post-Effective Amendment No. 169
under the Securities Act of 1933 and incorporated by reference herein.
(11)
Previously filed on September 29, 2017 as part of Post-Effective Amendment No. 186
under the Securities Act of 1933 and incorporated by reference herein.
(12)
Previously filed on October 22, 2018 as part of Post-Effective Amendment No. 205 under
the Securities Act of 1933 and incorporated by reference herein.
(13)
Previously filed on September 25, 2019 as part of Post-Effective Amendment No. 212
under the Securities Act of 1933 and incorporated by reference herein.
(14)
Previously filed on October 4, 2019 as part of Post-Effective Amendment No. 213 under
the Securities Act of 1933 and incorporated by reference herein.
(15)
Previously filed on October 15, 2021 as part of Post-Effective Amendment No. 238 under
the Securities Act of 1933 and incorporated by reference herein.
(16)
Previously filed on March 14, 2022 as part of Post-Effective Amendment No. 254 under
the Securities Act of 1933 and incorporated by reference herein.
(17)
Previously filed on June 17, 2022 as part of Post-Effective Amendment No. 264 under
the Securities Act of 1933 and incorporated by reference herein.
(18)
Previously filed on September 27, 2022 as part of Post-Effective Amendment No. 266
under the Securities Act of 1933 and incorporated by reference herein.
(19)
Previously filed on September 26, 2023 as part of Post-Effective Amendment No. 278
under the Securities Act of 1933 and incorporated by reference herein.
(20)
Previously filed on October 13, 2023 as part of Post-Effective Amendment No. 283 under
the Securities Act of 1933 and incorporated by reference herein.
(21)
Previously filed on June 6, 2024 as part of Post-Effective Amendment No. 302 under
the Securities Act of 1933 and incorporated by reference herein.
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(22)
Previously filed on September 26, 2024 as part of Post-Effective Amendment No. 309
under the Securities Act of 1933 and incorporated by reference herein.
(23)
Previously filed on March 10, 2025 as part of Post-Effective Amendment No. 327 under
the Securities Act of 1933 and incorporated by reference herein.
(24)
Previously filed on March 28, 2025 as part of Post-Effective Amendment No. 330 under
the Securities Act of 1933 and incorporated by reference herein.
(25)
Previously filed on June 23, 2025 as part of Post-Effective Amendment No. 362 under
the Securities Act of 1933 and incorporated by reference herein.
(26)
To be filed by subsequent amendment.
Item 29. Persons Controlled By or Under Common Control With Registrant
Provide a list or diagram of all persons directly or indirectly controlled by or under
common control with the Registrant. For any person controlled by another person, disclose the percentage of
voting securities owned by the immediately controlling person or other basis of that person’s control. For each company, also provide the state or other sovereign power under the laws of which the company is organized.
None.
Item 30. Indemnification
State the general effect of any contract, arrangements or statute under which any
director, officer, underwriter or affiliated person of the registrant is insured or indemnified against
any liability incurred in their official capacity, other than insurance provided by any director, officer, affiliated person,
or underwriter for their own protection.
Reference is made to Article Eight of the Registrant’s Amended and Restated Declaration of Trust which is incorporated herein by reference:
The Registrant (also, the “Trust”) is organized as a Delaware business trust is operated pursuant to an Amended and Restated Declaration of Trust, dated December 13, 2010 (the “Declaration of Trust”), that permits the Registrant to indemnify every person who is, or has been, a Trustee, officer, employee
or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees
or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise
(hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him in connection with any claim, action,
suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such
a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
This indemnification is subject to the following conditions:
No indemnification shall be provided hereunder to a Covered Person:
(a)
For any liability to the Trust or its Shareholders arising out of a final adjudication
by the court of other body before which the proceeding was brought that the Covered Person engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his
office;
(b)
With respect to any matter as to which the Covered Person shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best
interests of the Trust;
(c)
For any criminal proceeding finally adjudicated for which the Covered Person had reasonable
cause to believe that his or her conduct was unlawful; or
(d)
In the event of a settlement of other disposition not involving a final adjudication
(as provided in paragraph (a), (b) or (c) of this Section 8.5.2) and resulting in a payment by a Covered Person,
unless there has been either a determination that such Covered Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of this office
by the court or other body approving the settlement or other disposition, or a reasonable determination, based
on a review of readily available facts (as opposed to a full trial-type inquiry), that he or she did not
engage in such conduct, such determination being made by : (i) a vote of a majority of the Disinterested Trustees
(as such term is defined in Section 8.5.5) acting on the matter); or (ii) a writer opinion of independent legal
counsel.
The rights of indemnification under the Declaration of Trust may be insured against
by policies maintained by the Trust, and shall be severable, shall not affect any other rights to which any
Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person,
and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained in the
Declaration of Trust shall affect any rights to indemnification to which Trust personnel other than Covered Persons
may be entitled by contract or otherwise under law.
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Expenses of preparation and presentation of a defense to any claim, action, suit or
proceeding subject to a claim for indemnification under Section 8.5 of the Declaration of Trust shall be advanced
by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient
to repay such amount if it is ultimately determined that he or she is not entitled to indemnification under Section
8.5 of the Declaration of Trust, provided that either: Covered Person, unless there has been either a determination
that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of this office by the court or other body approving the settlement or other disposition,
or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry),
that he or she did not engage in such conduct, such determination being made by : (i) a vote of a majority of the Disinterested
Trustees (as such term is defined in Section 8.5.5) acting on the matter (provided that a majority of Disinterested
Trustees then in office act on the matter); or (ii) a writer opinion of independent legal counsel.
(a)
Such undertaking is secured by a surety bond or some other appropriate security or
the Trust shall be insured against losses arising out of any such advances; or
(b)
A majority of the Disinterested Trustees acting on the matter (provided that a majority
of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written
opinion shall determine, based upon a review of the readily available facts (as opposed to the facts available
upon a full trial), that there is reason to believe that the recipient ultimately will be found entitled to
indemnification.
As used in Section 8.5 of the Declaration of Trust, the following words shall have
the meanings set forth below:
(c)
A “Disinterested Trustee” is one (i) who is not an Interested Person of the Trust (including anyone, as such
Disinterested Trustees, who has been exempted from being an Interested Person by any
rule, regulation or order of the Commission), and (ii) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been
pending;
(d)
“Claim,” “action,” “suite” or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and
(e)
“Liability” and “expenses” shall include without limitation, attorneys’ and accountants’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
Item 31. Business and Other Connections of Investment Adviser
Describe any other business, profession, vocation or employment of a substantial nature
in which the investment adviser and each director, officer or partner of the investment adviser,
or has been, engaged within the last two fiscal years for his or her own account or in the capacity of director, officer,
employee, partner or trustee (disclose the name and principal business address of any company for which a person
listed above serves in the capacity of director, officer, employee, partner or trustee, and the nature of the
relationship.)
Reference is made to the caption “Management” in the Prospectuses constituting Part A which is incorporated herein by reference and “Management of ProShares Trust” in the Statement of Additional Information constituting Part B which is incorporated herein by reference.
The information as to the directors and officers of ProShare Advisors LLC is set forth
in ProShare Advisors LLC’s Form ADV filed with the Securities and Exchange Commission on April 7, 2005 (Reference No. 5524427696B2B2), as amended, and is incorporated herein by reference.
Item 32. Principal Underwriters
(a)
State the name of each investment company (other than the registrant) for which each
principal underwriter currently distributing securities of the registrant also acts as a principal underwriter,
depositor or investment adviser.
Registrant’s distributor, SEI Investments Distribution Co. (the “Distributor”), acts as distributor for:
Adviser Managed Trust
Bishop Street Funds
Catholic Responsible Investment Funds
Causeway Capital Management Trust
City National Rochdale Funds (f/k/a CNI Charter Funds)
City National Rochdale Select Strategies Fund
City National Rochdale Strategic Credit Fund
Community Capital Trust (f/k/a Community Reinvestment Act Qualified Investment Fund)
Delaware Wilshire Private Markets Fund
Exchange Traded Concepts Trust (f/k/a FaithShares Trust)
Bishop Street Funds
Catholic Responsible Investment Funds
Causeway Capital Management Trust
City National Rochdale Funds (f/k/a CNI Charter Funds)
City National Rochdale Select Strategies Fund
City National Rochdale Strategic Credit Fund
Community Capital Trust (f/k/a Community Reinvestment Act Qualified Investment Fund)
Delaware Wilshire Private Markets Fund
Exchange Traded Concepts Trust (f/k/a FaithShares Trust)
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Frost Family of Funds
Gallery Trust
Global X Funds
Impact Shares Trust
KraneShares Trust
New Covenant Funds
ProShares Trust II
Quaker Investment Trust
RiverPark Funds Trust
Schwab Strategic Trust
SEI Asset Allocation Trust
SEI Catholic Values Trust
SEI Core Property Fund
SEI Daily Income Trust
SEI Energy Debt Fund LP
SEI Exchange Traded Funds
SEI Global Private Assets VI LP
SEI Hedge Fund SPC
SEI Institutional International Trust
SEI Institutional Managed Trust
SEI Institutional Investments Trust
SEI Offshore Advanced Strategy Series SPC
SEI Offshore Opportunity Fund II Ltd
SEI Special Situations Fund
SEI Structured Credit Fund, LP
SEI Tax Exempt Trust
SEI Vista Fund Ltd.
Symmetry Panoramic Trust
The Advisors’ Inner Circle Fund
The Advisors’ Inner Circle Fund II
The Advisors’ Inner Circle Fund III
Gallery Trust
Global X Funds
Impact Shares Trust
KraneShares Trust
New Covenant Funds
ProShares Trust II
Quaker Investment Trust
RiverPark Funds Trust
Schwab Strategic Trust
SEI Asset Allocation Trust
SEI Catholic Values Trust
SEI Core Property Fund
SEI Daily Income Trust
SEI Energy Debt Fund LP
SEI Exchange Traded Funds
SEI Global Private Assets VI LP
SEI Hedge Fund SPC
SEI Institutional International Trust
SEI Institutional Managed Trust
SEI Institutional Investments Trust
SEI Offshore Advanced Strategy Series SPC
SEI Offshore Opportunity Fund II Ltd
SEI Special Situations Fund
SEI Structured Credit Fund, LP
SEI Tax Exempt Trust
SEI Vista Fund Ltd.
Symmetry Panoramic Trust
The Advisors’ Inner Circle Fund
The Advisors’ Inner Circle Fund II
The Advisors’ Inner Circle Fund III
The Distributor provides numerous financial services to investment managers, pension
plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement
and consulting services (“Funds Evaluation”) and automated execution, clearing and settlement of securities transactions (“MarketLink”).
(b)
Provide the information required by the following table with respect to each director,
officer or partner of each principal underwriter named in answer to Item 32. Unless otherwise noted, the business
address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.
|
Name
|
Position and Office with Underwriter
|
Positions and
Offices with
Registrant
|
|
William M. Doran
|
Director
|
None
|
|
Paul F. Klauder
|
Director
|
None
|
|
Wayne M. Withrow
|
Director
|
None
|
|
Kevin P. Barr
|
President & Chief Executive Officer
|
None
|
|
Maxine J. Chou
|
Chief Financial Officer, Chief Operations Officer & Treasurer
|
None
|
|
John C. Munch
|
General Counsel & Secretary
|
None
|
|
Jennifer H. Campisi
|
Chief Compliance Officer, Anti-Money Laundering Officer and Assistant Secretary
|
None
|
|
Donald Duncan
|
Anti-Money Laundering Officer
|
None
|
|
John P. Coary
|
Vice President and Assistant Secretary
|
None
|
|
Jason McGhin
|
Vice President
|
None
|
|
Judith A. Rager
|
Vice President
|
None
|
|
Gary Michael Reese
|
Vice President
|
None
|
|
Robert M. Silvestri
|
Vice President
|
None
|
|
William M. Martin
|
Vice President
|
None
|
|
Christopher Rowan
|
Vice President
|
None
|
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Item 33. Location of Accounts and Records
State the names and address of each person maintaining principal possession of each
account, book or other document required to be maintained by Section 31(a) of the 1940 Act [15 u.s.c.
80a-30(a)] and the rules under that section.
The books, accounts and other documents required by Section 31(a) under the Investment
Company Act of 1940, as amended, and the rules promulgated thereunder are maintained in the physical
possession of:
JP Morgan Chase Bank, N.A.
Attn: General Counsel
4 MetroTech Center
Brooklyn, NY 11245
Attn: General Counsel
4 MetroTech Center
Brooklyn, NY 11245
J.P. Morgan Investor Services Co.
70 Fargo Street — Suite 3 East
Boston, MA 02210-1950
Attention: Fund Administration Department
70 Fargo Street — Suite 3 East
Boston, MA 02210-1950
Attention: Fund Administration Department
ProShare Advisors LLC
ProFund Advisors LLC
Attn: General Counsel
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814-6527
ProFund Advisors LLC
Attn: General Counsel
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814-6527
SEI Investments Distribution Co.
Attn: General Counsel
One Freedom Valley Drive
Oaks, Pennsylvania 19456-1100
Attn: General Counsel
One Freedom Valley Drive
Oaks, Pennsylvania 19456-1100
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Attention: Legal Administration Department
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Attention: Legal Administration Department
Item 34. Management Services
None.
Item 35. Undertakings
Not applicable.
C-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has duly caused this post-effective amendment (the “Amendment”) to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Bethesda
and the State of Maryland on July 23, 2025.
|
ProShares Trust
|
|
|
By:
|
/s/ Todd B. Johnson
|
|
|
Todd B. Johnson President and Principal Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the
Registration Statement has been signed below by the following persons in the capacities indicated.
|
Signature
|
Title
|
Date
|
|
/s/ Michael L. Sapir*
Michael L. Sapir
|
Trustee, Chairman
|
July 23, 2025
|
|
/s/ Russell S. Reynolds, III*
Russell S. Reynolds, III
|
Trustee
|
July 23, 2025
|
|
/s/ Michael C. Wachs*
Michael C. Wachs
|
Trustee
|
July 23, 2025
|
|
/s/ William D. Fertig*
William D. Fertig
|
Trustee
|
July 23, 2025
|
|
/s/ Todd B. Johnson
Todd B. Johnson
|
President and Principal Executive Officer
|
July 23, 2025
|
|
/s/ Maria Clem Sell
Maria Clem Sell
|
Treasurer, Principal Financial Officer and Principal
Accounting Officer
|
July 23, 2025
|
|
* By:/s/ Richard Morris
Richard Morris
As Attorney-in-fact
Date: July 23, 2025
|
|
|
|
|
|
|
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