What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-18 compared with 2024-11-18 · 348 added, 721 removed, 2929 unchanged (27% of the section changed)

21 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

(As Restated)

9 unchanged sentences

Brokerage commissions and futures account fees payable

Payable to Sponsor

P ayable to Spons

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Short-term U.S.

4 unchanged sentences

5.269 % due 06/06/24

5.352 % due 06/18/24

5.349 % due 07/09/24

Total short-term U.S.

3 unchanged sentences

(Depreciation)/Value

VIX Futures - Cboe, expires July 2024

VIX Futures - Cboe, expires August 2024

VIX Futures - Cboe, expires April 2024

VIX Futures - Cboe, expires May 2024

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

20 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

3 unchanged sentences

( 225,726,746

( 353,306,210

Net addition (redemption) of 400,000 and ( 2,300,000 ) shares, respectively (Note 8)

( 167,986,722

Net investment income (loss)

6 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

(As Restated)

6 unchanged sentences

( 172,768,544

( 278,358,687

Proceeds from sales or maturities of short-term U.S.

16 unchanged sentences

Net cash provided by (used in) financing activities

( 173,848,536

Net increase (decrease) in cash

4 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

Short-term U.S.

9 unchanged sentences

Brokerage commissions and futures account fees payable

Payable to Sponsor

P ayable to Sponso

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Principal Amount

6 unchanged sentences

5.269 % due 06/06/24 †

5.352 % due 06/18/24 †

5.349 % due 07/09/24

Total short-term U.S.

4 unchanged sentences

(Depreciation)/Value

WTI Crude Oil - NYMEX, expires September 2024

WTI Crude Oil - NYMEX, expires June 2024

WTI Crude Oil - NYMEX, expires December 2024

12 unchanged sentences

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of June 30, 2024.

The positions and counterparties herein are as of March 31, 2024.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

7 unchanged sentences

Swap agreements

( 105,727,226

Short-term U.S.

4 unchanged sentences

Swap agreements

( 141,361,963

Short-term U.S.

1 unchanged sentence

Change in net unrealized appreciation (depreciation)

( 138,210,442

Net realized and unrealized gain (loss)

4 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

3 unchanged sentences

( 458,385,324

( 554,319,667

( 858,385,774

Net addition (redemption) of ( 6,850,000 ) and 2,200,000 shares, respectively

3 unchanged sentences

Change in net unrealized appreciation (depreciation)

( 138,210,442

Net income (loss)

3 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

27 unchanged sentences

( 151,828,645

( 150,691,163

Cash, beginning of period

3 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

(As Restated)

1 unchanged sentence

Short-term U.S.

government and agency obligations (Note 3) (cost $ – and $ 64,445,510 , respectively)

government and agency obligations (Note 3) (cost $

, respectively)

Segregated cash balances with brokers for futures contracts

6 unchanged sentences

Brokerage commissions and futures account fees payable

Payable to Sponsor

ayable to Sponso

Total liabilities

3 unchanged sentences

Total liabilities and shareholders’ equity

Shares outstanding (Note 8)

Net asset value per share (Note 8)

Market value per share (Note 2) (Note 8)

Shares outstanding (Note 1) (Note 8)

Net asset value per share (Note 1) (Note 8)

Market value per share (Note 1) (Note 8) (Note 2)

See accompanying notes to financial statements.

1 unchanged sentence

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

Natural Gas - NYMEX, expires September 2024

1,081,079,760

Natural Gas - NYMEX, expires May 2024

1,161,658,330

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

29 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

1,139,983,773

Addition of 4,870,000 , 2,758,500 , 12,890,000 and 6,553,000 shares, respectively (Note 8)

1,118,271,219

3,160,825,013

Redemption of 6,780,000 , 2,565,000 , 11,070,000 and 3,591,500 shares, respectively (Note 8)

( 583,616,052

( 859,929,761

Addition of 8,020,000 and 3,794,500 shares, respectively (Note 1) (Note 8)

2,345,948,834

Redemption of 4,290,000 and 1,026,500 shares, respectively (Note 1) (Note 8)

( 505,305,965

Net addition (redemption) of ( 1,910,000 ), 193,500 , 1,820,000 and 2,961,500 shares, respectively (Note 8)

( 682,961,261

Net addition (redemption) of 3,730,000 and 2,768,000 shares, respectively (Note 1) (Note 8)

1,662,987,573

8 unchanged sentences

( 1,109,154,913

Shareholders’ equity, end of period

1,141,021,278

Shareholders’ equity

, end of period

1,139,983,773

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

(As Restated)

26 unchanged sentences

2,336,728,392

3,160,825,013

Payment on shares redeemed

10 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

Segregated cash balances with brokers for foreign currency forward contracts

2 unchanged sentences

Liabilities and shareholders’ equity

Payable to Sponsor

P ayable to Sponso

Unrealized depreciation on foreign currency forward contracts

10 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Foreign Currency Forward Contracts ^

11 unchanged sentences

Total Unrealized

The positions and counterparties herein are as of June 30, 2024.

The positions and counterparties herein are as of March 31, 2024.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

4 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

15 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

15 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

Short-term U.S.

3 unchanged sentences

Unrealized appreciation on swap agreements

Receivable from capital shares sold

Receivable on open futures contracts

2 unchanged sentences

Payable on open futures contracts

Payable to Sponsor

Unrealized depreciation on swap agreements

Pa yable to Spons

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Short-term U.S.

5 unchanged sentences

5.269 % due 06/06/24 †

5.390 % due 06/18/24 †

5.349 % due 07/09/24

Total short-term U.S.

3 unchanged sentences

Notional Amount

(Depreciation)/Value

Gold Futures - COMEX, expires August 2024

(Depreciation)

Gold Futures - COMEX, expires June 2024

Total Return Swap Agreements ^

7 unchanged sentences

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of June 30, 2024.

The positions and counterparties herein are as of March 31, 2024.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

22 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

21 unchanged sentences

Net increase (decrease) in cash

( 100,542,981

Cash, beginning of period

3 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

Short-term U.S.

2 unchanged sentences

Segregated cash balances with brokers for swap agreements

Unrealized appreciation on swap agreements

Receivable from capital shares sold

3 unchanged sentences

Payable on open futures contracts

Payable to Sponsor

P ayable to Sponsor

Unrealized depreciation on swap agreements

10 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Principal Amount

6 unchanged sentences

5.269 % due 06/06/24 †

5.352 % due 06/18/24 †

5.349 % due 07/09/24

Total short-term U.S.

4 unchanged sentences

(Depreciation)/Value

Silver Futures - COMEX, expires September 2024

Silver Futures - COMEX, expires May 2024

Total Return Swap Agreements ^

9 unchanged sentences

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of June 30, 2024.

The positions and counterparties herein are as of March 31, 2024.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

16 unchanged sentences

Change in net unrealized appreciation (depreciation)

( 119,017,342

Net realized and unrealized gain (loss)

4 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

1 unchanged sentence

Redemption of 2,450,000 and 1,150,000 shares, respectively

( 157,507,303

( 222,319,260

Net addition (redemption) of ( 150,000 ) and 750,000 shares, respectively

2 unchanged sentences

Change in net unrealized appreciation (depreciation)

( 119,017,342

Net income (loss)

3 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

17 unchanged sentences

Net cash provided by (used in) operating activities

( 145,601,373

Cash flow from financing activities

1 unchanged sentence

Payment on shares redeemed

( 222,319,260

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

( 120,410,905

Cash, beginning of period

3 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

4 unchanged sentences

Segregated cash balances with brokers for futures contracts

Receivable from capital shares sold

Receivable on open futures contracts

1 unchanged sentence

Liabilities and shareholders’ equity

Payable on open futures contracts

Brokerage commissions and futures account fees payable

Payable to Sponsor

P ayable to Spons

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Principal Amount

4 unchanged sentences

% due 06/06/24

% due 07/09/24

Total short-term U.S.

4 unchanged sentences

(Depreciation)/Value

VIX Futures - Cboe, expires July 2024

VIX Futures - Cboe, expires August 2024

VIX Futures - Cboe, expires April 2024

VIX Futures - Cboe, expires May 2024

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

4 unchanged sentences

( 182,233,430

( 148,416,415

( 608,537,974

Short-term U.S.

2 unchanged sentences

( 182,241,208

( 148,405,278

( 608,541,564

Change in net unrealized appreciation (depreciation) on

5 unchanged sentences

( 180,203,681

( 123,426,269

( 651,819,214

Net income (loss)

( 178,061,858

( 120,644,835

( 647,096,387

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

Addition of 7,030,000 , 2,588,000 , 9,850,000 and 4,262,000 shares, respectively (Note 1)

Redemption of 6,031,248 , 710,000 , 8,271,248 and 1,928,000 shares, respectively (Note 1)

( 198,060,505

( 134,212,073

( 286,888,403

Addition of 2,820,000 and 1,674,000 shares, respectively (Note 1) (Note 8)

Redemption of 2,240,000 and 1,218,000 shares, respectively (Note 1) (Note 8)

( 361,736,717

Net addition (redemption) of 998,752 , 1,878,000 , 1,578,752 and 2,334,000 shares, respectively (Note 1)

Net addition (redemption) of 580,000 and 456,000 shares, respectively (Note 1) (Note 8)

Net investment income (loss)

1 unchanged sentence

( 182,241,208

( 148,405,278

( 608,541,564

Change in net unrealized appreciation (depreciation)

1 unchanged sentence

( 178,061,858

( 120,644,835

( 647,096,387

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

(As Restated)

3 unchanged sentences

( 178,061,858

( 647,096,387

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

5 unchanged sentences

government and agency obligations

1,192,359,088

Net amortization and accretion on short-term U.S.

14 unchanged sentences

( 361,736,717

( 495,948,790

Net cash provided by (used in) financing activities

7 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

1 unchanged sentence

Unrealized appreciation on foreign currency forward contracts

Receivable from capital shares sold

Interest receivable

1 unchanged sentence

Payable for capital shares redeemed

Payable to Sponsor

Pa yable to Spon

Unrealized depreciation on foreign currency forward contracts

10 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Foreign Currency Forward Contracts ^

12 unchanged sentences

Yen with UBS AG

( 384,862,000

Total Unrealized Appreciation

The positions and counterparties herein are as of June 30, 2024.

Total Unrealized

The positions and counterparties herein are as of March 31, 2024.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

4 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

15 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

15 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

2 unchanged sentences

Segregated cash balances with brokers for futures contracts

Receivable from capital shares sold

Receivable on open futures contracts

4 unchanged sentences

Brokerage commissions and futures account fees payable

Payable to Sponsor

P ayable to Sponso

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Principal Amount

5 unchanged sentences

5.273 % due 05/14/24

5.269 % due 06/06/24

5.352 % due 06/18/24

5.349 % due 07/09/24

Total short-term U.S.

government and agency obligations

(cost $ 104,415,710 )

government and agency obligations (cost $ 123,822,272 )

Futures Contracts Sold

1 unchanged sentence

(Depreciation)/Value

WTI Crude Oil - NYMEX, expires September 2024

WTI Crude Oil - NYMEX, expires June 2024

WTI Crude Oil - NYMEX, expires December 2024

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

20 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

2 unchanged sentences

( 245,864,218

( 182,672,052

( 448,012,080

Net addition (redemption) of 3,300,000 and ( 3,550,000 ) shares, respectively

8 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

17 unchanged sentences

Net cash provided by (used in) operating activities

( 113,088,216

Cash flow from financing activities

11 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

(As Restated)

10 unchanged sentences

Brokerage commissions and futures account fees payable

Payable to Sponsor

P ayable to Spons

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Principal Amount

5 unchanged sentences

5.269 % due 06/06/24

5.390 % due 06/18/24

Total short-term U.S.

4 unchanged sentences

(Depreciation)/Value

Natural Gas - NYMEX, expires September 2024

Natural Gas - NYMEX, expires May 2024

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

8 unchanged sentences

Futures contracts

( 106,199,730

Short-term U.S.

1 unchanged sentence

Change in net unrealized appreciation (depreciation)

( 106,209,898

Net realized and unrealized gain (loss)

4 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

3 unchanged sentences

( 502,234,205

( 737,003,743

( 953,578,015

Net addition (redemption) of ( 1,700,000 ) and ( 5,800,000 ) shares, respectively (Note 8)

( 115,904,186

( 126,224,568

Net investment income (loss)

1 unchanged sentence

Change in net unrealized appreciation (depreciation)

( 106,209,898

Net income (loss)

3 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

(As Restated)

5 unchanged sentences

government and agency obligations

( 188,049,532

( 119,017,542

Proceeds from sales or maturities of short-term U.S.

23 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

3 unchanged sentences

Liabilities and shareholders’ equity

Payable to Sponsor

Pa yable to Spons

Unrealized depreciation on foreign currency forward contracts

10 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Foreign Currency Forward Contracts ^

Settlement Date

Contract Amount

9 unchanged sentences

Euro with UBS AG

Total Unrealized Appreciation

The positions and counterparties herein are as of June 30, 2024.

Total Unrealized

The positions and counterparties herein are as of March 31, 2024.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

4 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

19 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

22 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

December 31, 2023

March 31, 2024

Segregated cash balances with brokers for futures contracts

Segregated cash balances with brokers for swap agreements

Unrealized appreciation on swap agreements

Receivable from capital shares sold

Receivable on open futures contracts

2 unchanged sentences

Payable on open futures contracts

Payable to Sponsor

P ayable to Sponso

Unrealized depreciation on swap agreements

10 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Futures Contracts Sold

1 unchanged sentence

(Depreciation)/Value

Gold Futures - COMEX, expires August 2024

Gold Futures - COMEX, expires June 2024

Total Return Swap Agreements ^

5 unchanged sentences

Swap agreement with UBS AG based on Bloomberg Gold Subindex

Total Unrealized Appreciation

The positions and counterparties herein are as of June 30, 2024.

Total Unrealized

The positions and counterparties herein are as of March 31, 2024.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

New counterparties can be added at any time.

Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

18 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

Addition of 200,000 and 300,000 shares, respectively

Redemption of 350,000 , 350,000 , 350,000 and 550,000 shares, respectively

Redemption of –

and 200,000 shares, respectively

Net addition (redemption) of 200,000 and 100,000 shares, respectively

7 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

17 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

1 unchanged sentence

Segregated cash balances with brokers for swap agreements

Unrealized appreciation on swap agreements

Receivable from capital shares sold

2 unchanged sentences

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable on open futures contracts

Payable to Sponsor

P ayable to Spons

Unrealized depreciation on swap agreements

10 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Futures Contracts Sold

1 unchanged sentence

(Depreciation)/Value

Silver Futures - COMEX, expires September 2024

Silver Futures - COMEX, expires May 2024

Total Return Swap Agreements ^

7 unchanged sentences

Swap agreement with UBS AG based on Bloomberg Silver Subindex

Total Unrealized Appreciation

The positions and counterparties herein are as of June 30, 2024.

Total Unrealized

The positions and counterparties herein are as of March 31, 2024.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

New counterparties can be added at any time.

Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

7 unchanged sentences

Swap agreements

Short-term U.S.

government and agency obligations

Net realized gain (loss)

9 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

Addition of 1,900,000 , 612,500 , 2,250,000 and 775,000 shares, respectively

Redemption of 562,500 , 650,000 , 1,450,000 and 950,000 shares, respectively

Addition of 350,000 and 162,500 shares, respectively (Note 8)

Redemption of 887,500 and 300,000 shares, respectively (Note 8)

Net addition (redemption) of ( 537,500 ) and ( 137,500 ) shares, respectively (Note 8)

1 unchanged sentence

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Change in net unrealized appreciation

(depreciation)

Net income (loss)

3 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

1 unchanged sentence

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Purchases of short-term U.S.

government and agency obligations

Proceeds from sales or maturities of short-term U.S.

government and agency obligations

Net amortization and accretion on short-term U.S.

government and agency obligations

Net realized (gain) loss on investments

Change in unrealized (appreciation) depreciation on investments

14 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

3 unchanged sentences

Liabilities and shareholders’ equity

Payable to Sponsor

P ayable to Spons

Unrealized depreciation on foreign currency forward contracts

10 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Foreign Currency Forward Contracts ^

6 unchanged sentences

Yen with UBS AG

1,368,727,000

Total Unrealized

5 unchanged sentences

Total Unrealized

The positions and counterparties herein are as of June 30, 2024.

The positions and counterparties herein are as of March 31, 2024.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

4 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

19 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

Addition of 400,000 , 500,000 , 600,000 and 900,000 shares, respectively

Redemption of 200,000 , 600,000 , 300,000 and 900,000 shares, respectively

Net addition (redemption) of 200,000 , ( 100,000 ), 300,000 and – shares, respectively

Addition of 200,000 and 400,000 shares, respectively (Note 8)

Redemption of 100,000 and 300,000 shares, respectively (Note 8)

Net addition (redemption) of 100,000 and 100,000 shares, respectively (Note 8)

Net investment income (loss)

6 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

20 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

Short-term U.S.

government and agency obligations (Note 3) (cost $ 49,519,896 and $ – , respectively)

Segregated cash balances with brokers for futures contracts

2 unchanged sentences

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Brokerage commissions and futures account fees payable

Payable to Sponsor

Pa yable to Spons

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

Principal Amount

Short-term U.S.

government and agency obligations

( 148 % of shareholders’ equity)

Treasury Bills ^^

5.295 % due 09/05/24

Total short-term U.S.

government and agency obligations

(cost $ 49,519,896 )

MARCH 31, 2024

Futures Contracts Purchased

Notional Amount

(Depreciation)/Value

VIX Futures - Cboe, expires July 2024

VIX Futures - Cboe, expires August 2024

VIX Futures - Cboe, expires September 2024

VIX Futures - Cboe, expires October 2024

VIX Futures - Cboe, expires November 2024

VIX Futures - Cboe, expires December 2024

VIX Futures - Cboe, expires January 2025

Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

17 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

1 unchanged sentence

Redemption of 300,000 and 525,000 shares, respectively

( 124,949,446

( 129,715,182

Net addition (redemption) of 3,075,000 and ( 250,000 ) shares, respectively

7 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

Cash flow from operating activities

26 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

4 unchanged sentences

Segregated cash balances with brokers for futures contracts

Receivable from capital shares sold

Receivable on open futures contracts

3 unchanged sentences

Brokerage commissions and futures account fees payable

Payable to Sponsor

Pa yable to Spons

Total liabilities

3 unchanged sentences

Total liabilities and shareholders’ equity

Shares outstanding (Note 8)

Net asset value per share (Note 8)

Market value per share (Note 2) (Note 8)

Shares outstanding (Note 1) (Note 8)

Net asset value per share (Note 1) (Note 8)

Market value per share (Note 1) (Note 8) (Note 2)

See accompanying notes to financial statements.

1 unchanged sentence

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

MARCH 31, 2024

Principal Amount

5 unchanged sentences

5.352 % due 06/18/24

5.349 % due 07/09/24

Total short-term U.S.

2 unchanged sentences

Futures Contracts Purchased

Notional Amount

(Depreciation)/Value

VIX Futures - Cboe, expires July 2024

VIX Futures - Cboe, expires August 2024

VIX Futures - Cboe, expires April 2024

VIX Futures - Cboe, expires May 2024

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

3 unchanged sentences

Futures contracts

( 127,229,299

( 173,326,001

Short-term U.S.

1 unchanged sentence

Net realized gain (loss)

( 127,239,912

( 173,336,606

Change in net unrealized appreciation (depreciation) on

4 unchanged sentences

Net realized and unrealized gain (loss)

( 148,543,165

( 193,509,833

Net income (loss)

( 146,777,823

( 190,288,574

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

Addition of 925,000 , 1,115,000 , 1,875,000 and 1,690,000 shares, respectively

Redemption of 650,000 , 63,750 , 987,500 and 552,500 shares, respectively

Addition of 950,000 and 575,000 shares, respectively (Note 1) (Note 8)

Redemption of 337,500 and 488,750 shares, respectively (Note 1) (Note 8)

( 104,771,717

Net addition (redemption) of 275,000 , 1,051,250 , 887,500 and 1,137,500 shares, respectively (Note 8)

Net addition (redemption) of 612,500 and 86,250 shares, respectively (Note 1) (Note 8)

Net investment income (loss)

Net realized gain (loss)

( 127,239,912

( 173,336,606

Change in net unrealized appreciation (depreciation)

Change in net unrealized

appreciation (depreciation)

Net income (loss)

( 146,777,823

( 190,288,574

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

(As Restated)

2 unchanged sentences

Net income (loss)

( 190,288,574

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

15 unchanged sentences

Net cash provided by (used in) operating activities

( 171,186,658

Cash flow from financing activities

9 unchanged sentences

COMBINED STATEMENTS OF FINANCIAL CONDITION

June 30, 2024

March 31, 2024

December 31, 2023

20 unchanged sentences

Brokerage commissions and futures account fees payable

Payable to Sponsor

Pa yable to Spons

Unrealized depreciation on swap agreements

9 unchanged sentences

3,370,218,607

Shares outstanding (Note 1) (Note 8)

Shares outstanding (Note 8)

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

10 unchanged sentences

Swap agreements

( 127,144,869

Foreign currency forward contracts

8 unchanged sentences

Swap agreements

( 150,345,998

Foreign currency forward contracts

3 unchanged sentences

( 181,707,249

( 180,306,004

Net realized and unrealized gain (loss)

8 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

1 unchanged sentence

3,887,786,746

3,282,832,126

3,887,786,746

Addition of 43,875,000 , 45,449,000 , 84,940,000 and 99,080,000 shares, respectively (Note 1)

1,659,368,580

2,534,087,735

3,456,902,022

6,659,958,056

Redemption of 46,923,748 , 46,013,750 , 84,628,748 and 105,972,000 shares, respectively (Note 1)

( 1,867,042,594

( 2,337,146,640

Addition of 41,065,000 and 53,631,000 shares, respectively (Note 1) (Note 8)

1,797,533,442

4,125,870,321

Net addition (redemption) of ( 3,048,748 ), ( 564,750 ) ,

311,252 and ( 6,892,000 )

shares, respectively (Note 1)

Redemption of 37,705,000 and 59,958,250 shares, respectively (Note 1) (Note 8)

( 1,760,097,741

( 2,717,059,358

Net addition (redemption) of 3,360,000 and ( 6,327,250 ) shares, respectively (Note 1) (Note 8)

1,408,810,963

5 unchanged sentences

( 181,707,249

( 180,306,004

Net income (loss)

4 unchanged sentences

4,138,630,893

3,121,155,340

3,753,845,537

See accompanying notes to financial statements.

accompanying notes to financial statements.

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

Six Months Ended

Three Months Ended

(As Restated)

3 unchanged sentences

( 231,588,146

( 1,157,966,816

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

28 unchanged sentences

1,385,649,111

1,596,557,345

Net increase (decrease) in cash

9 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

March 31, 2024

NOTE 1 - ORGANIZATION

ProShares Trust II (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”).

As of June 30, 2024, the following sixteen series of the Trust have commenced investment operations:

As of March 31, 2024, the following sixteen

series of the Trust have commenced investment operations:

(i) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term

27 unchanged sentences

1.5x, or 2x) of the period return of the corresponding benchmark and will likely differ significantly.

Share Splits and Reverse Share Splits

The table below includes forward and reverse Share splits for the Funds during the six months June 30, 2024, and during the year ended December 31, 2023.

The table below includes forward and reverse Share splits for the Funds during the three months March 31, 2024, and during the year ended December 31, 2023.

The ticker symbols for these Funds did not change, and each Fund continues to trade on its primary listing exchange, as applicable.

2 unchanged sentences

Type of Split

Post-Split Price

Resumed at Post-

ProShares VIX Short-Term Futures

10 unchanged sentences

June 23, 2023

ProShares Short VIX Short-Term Futures

April 10, 2024

2-for-1 forward Share split

April 11, 2024

ProShares UltraShort Bloomberg Natural Gas

April 10, 2024

2-for-1 forward Share split

April 11, 2024

ProShares Ultra VIX Short-Term Futures

April 10, 2024

1-for-5 reverse Share split

April 11, 2024

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of the Funds, and resulted in a proportionate increase in the price per Share and per Share information of each such Fund.

Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse split.

The forward splits were applied retroactively for all periods presented, increasing the number of Shares outstanding for each of the Funds, and resulted in a proportionate decrease in the price per Share and per Share information of each such Fund.

Therefore, the forward splits did not change the aggregate net asset value of a shareholder’s investment at the time of the forward split.

Restatement of Previously Issued Form 10-Q and Form 10-K Filings

8 unchanged sentences

The impact of these adjustments is shown in the table below.

Statements of Financial Condition

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

1 unchanged sentence

As Previously

Segregated cash balances withbrokers for futures contracts

Segregated cash balances with brokers for futures contracts

Receivable on open futures contracts

3 unchanged sentences

Total liabilities and shareholders’ equity

Statements of Cash Flows

June 30, 2024 (unaudited)

June 30, 2023 (unaudited)

March 31, 2024 (unaudited)

March 31, 2023 (unaudited)

As Previously

Statements of Cash Flows

Decrease (Increase) in receivable on open futures contracts

4 unchanged sentences

Cash, End of period

Statements of Financial Condition

PROSHARES ULTRA BLOOMBERG NATURAL GAS

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

1 unchanged sentence

As Previously

Segregated cash balances withbrokers for futures contracts

Segregated cash balances with brokers for futures contracts

Receivable on open futures contracts

4 unchanged sentences

Total liabilities and shareholders’ equity

Statements of Cash Flows

June 30, 2024 (unaudited)

June 30, 2023 (unaudited)

March 31, 2024 (unaudited)

March 31, 2023 (unaudited)

As Previously

Statements of Cash Flows

Decrease (Increase) in receivable on open futures contracts

4 unchanged sentences

( 1,191,161,155

( 1,182,220,575

Net Increase (decrease) in cash

3 unchanged sentences

Cash, End of period

Statements of Financial Condition

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

1 unchanged sentence

As Previously

Segregated cash balances withbrokers for futures

Segregated cash balances with brokers for futures contracts

Receivable on open futures contracts

3 unchanged sentences

Total liabilities and shareholders’ equity

Statements of Cash Flows

June 30, 2024 (unaudited)

June 30, 2023 (unaudited)

March 31, 2024 (unaudited)

March 31, 2023 (unaudited)

As Previously

Decrease (Increase) in receivable on open futures

( 138,417,492

Increase (Decrease) in payable on futures

Net Cash provided by (used in) operating

Statements of Cash Flows

Decrease (Increase) in receivable on open futures contracts

( 112,108,554

Increase (Decrease) in payable on futures contracts

Net Cash provided by (used in) operating activities

( 121,769,190

6 unchanged sentences

( 135,789,448

( 193,858,345

Cash, beginninng of period

Cash, End of period

Statements of Financial Condition

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

1 unchanged sentence

As Previously

Segregated cash balances withbrokers for futures contracts

Segregated cash balances with brokers for futures contracts

Receivable on open futures contracts

3 unchanged sentences

Total liabilities and shareholders’ equity

Statements of Cash Flows

June 30, 2024 (unaudited)

June 30, 2023 (unaudited)

March 31, 2024 (unaudited)

March 31, 2023 (unaudited)

As Previously

Statements of Cash Flows

Decrease (Increase) in receivable on open futures contracts

4 unchanged sentences

Cash, End of period

Statements of Financial Condition

PROSHARES VIX SHORT-TERM FUTURES ETF

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

1 unchanged sentence

As Previously

Segregated cash balances withbrokers for futures contracts

Segregated cash balances with brokers for futures contracts

Receivable on open futures contracts

3 unchanged sentences

Total liabilities and shareholders’ equity

Statements of Cash Flows

June 30, 2024 (unaudited)

June 30, 2023 (unaudited)

March 31, 2024 (unaudited)

March 31, 2023 (unaudited)

As Previously

Statements of Cash Flows

Decrease (Increase) in receivable on open futures contracts

1 unchanged sentence

Net Cash provided by (used in) operating activities

( 139,705,423

( 171,186,658

Net Increase (decrease) in cash

1 unchanged sentence

Cash, End of period

Statements of Financial Condition

PROSHARES TRUST II

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

1 unchanged sentence

As Previously

Segregated cash balances withbrokers for futures contracts

Segregated cash balances with brokers for futures contracts

1,029,381,720

5 unchanged sentences

3,359,443,290

3,370,218,607

Liabilities and shareholders’ equity

6 unchanged sentences

3,370,218,607

Statements of Cash Flows

June 30, 2024 (unaudited)

June 30, 2023 (unaudited)

March 31, 2024 (unaudited)

March 31, 2023 (unaudited)

As Previously

Statements of Cash Flows

Decrease (Increase) in receivable on open futures contracts

( 165,270,093

( 282,094,293

Increase (Decrease) in payable on futures contracts

5 unchanged sentences

( 694,826,593

( 1,508,390,579

Net Increase (decrease) in cash

2 unchanged sentences

( 116,895,768

( 270,943,953

Cash, beginninng of period

10 unchanged sentences

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Each Fund is an investment company

, as defined by Financial

Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) Topic 946 “Financial Services — Investment Companies.” As such, the Funds follow the investment company accounting and reporting guidance.

Each Fund is an investment company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services — Investment Companies.” As such, the Funds follow the investment company accounting and reporting guidance.

The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements.

18 unchanged sentences

Statements of Cash Flows

The cash amounts shown in the Statements of Cash Flows are the amounts reported as cash in the Statements of Financial Condition dated June 30, 2024 and 2023, and represents cash, segregated cash balances with brokers for futures contracts, segregated cash with brokers for swap agreements and segregated cash with brokers for foreign currency forward agreements but does not include short-term investments.

The cash amounts shown in the Statements of Cash Flows are the amounts reported as cash in the Statements of Financial Condition dated March 31, 2024 and 2023, and represents cash, segregated cash balances with brokers for futures contracts, segregated cash with brokers for swap agreements and segregated cash with brokers for foreign currency forward agreements but does not include short-term investments.

Final Net Asset Value for Fiscal Period

times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for the six months ended June 30, 2024 were typically as follows.

times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for the three months ended March 31, 2024 were typically as follows.

All times are Eastern Standard Time:

3 unchanged sentences

Ultra Silver and UltraShort Silver

June 28, 2024

March 28, 2024

Ultra Gold and UltraShort Gold

June 28, 2024

March 28, 2024

Ultra Bloomberg Crude Oil,

2 unchanged sentences

UltraShort Bloomberg Natural Gas

June 28, 2024

March 28, 2024

UltraShort Euro and

UltraShort Yen

June 28, 2024

March 28, 2024

Short VIX Short-Term Futures ETF,

2 unchanged sentences

VIX Short-Term Futures ETF

June 28, 2024

Although the Funds’ shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the six months ended June 30, 2024.

March 28, 2024

Market value per Share is determined at the close of the applicable primary listing exchange and may be from when the Funds’ NAV per Share is calculated.

For financial reporting purposes, the Funds value transactions based upon the final closing price in their primary markets.

Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain of the Funds’ final creation/redemption NAV for the six months ended June 30, 2024.

Investment Valuation

3 unchanged sentences

Repurchase agreements are generally valued at amortized cost, provided such amounts approximate fair value.

These instruments are classified as Level II in the fair value hierarchy.

Derivatives (e.g., futures contracts, options, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor.

26 unchanged sentences

Fair value measurements also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly.

The following table summarizes the valuation of investments at June 30, 2024 using the fair value hierarchy:

The following table summarizes the valuation of investments at March 31, 2024 using the fair value hierarchy:

Level I - Quoted Prices

2 unchanged sentences

Short-Term U.S.

Government and

ProShares Short VIX Short-Term Futures ETF

1 unchanged sentence

ProShares Ultra Bloomberg Natural Gas

( 153,035,669

ProShares Ultra Euro

14 unchanged sentences

1,109,115,143

1,447,014,694

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments.

25 unchanged sentences

Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

There were no transfers into or out of Level 3 for the quarter ended June 30, 2024 or the year ended December 31, 2023.

There were no transfers into or out of Level 3 for the quarter ended March 31, 2024 or the year ended December 31, 2023.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

42 unchanged sentences

During periods of high demand for repurchase agreements, the Funds may be unable to invest available cash in these instruments to the extent desired by the Advisor.

At June 30, 2024, the Trust did not have any open repurchase agreements.

At March 31, 2024, the Trust did not have any open repurchase agreements.

Accounting for Derivative Instruments

86 unchanged sentences

The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds.

All of the outstanding swap agreements at June 30, 2024

All of the outstanding swap agreements at March 31, 2024

contractually terminate within one month but may be terminated without penalty by either party at any time.

12 unchanged sentences

To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings.

As of June 30, 2024, the collateral posted by counterparties consisted of cash and/or U.S.

As of March 31, 2024, the collateral posted by counterparties consisted of cash and/or U.S.

Treasury securities.

28 unchanged sentences

To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings.

As of June 30, 2024, the collateral posted by counterparties consisted of cash and/or U.S.

As of March 31, 2024, the collateral posted by counterparties consisted of cash and/or U.S.

Treasury securities.

7 unchanged sentences

The following tables indicate the location of derivative related items on the Statements of Financial Condition as well as the effect of derivative instruments on the Statements of Operations during the reporting period.

Fair Value of Derivative Instruments as of June 30, 2024

Fair Value of Derivative Instruments as of March 31, 2024

Asset Derivatives

8 unchanged sentences

VIX Futures Contracts

Receivable on open

futures contracts

Payable on open

futures contracts

ProShares Short VIX

Short-Term Futures ETF

ProShares Ultra VIX

Short-Term Futures ETF

ProShares VIX

ProShares VIX Short-

Term Futures ETF

Commodities Contracts

Receivables on

contracts and/or

appreciation on

swap agreements

Payable on open

futures contracts

and/or unrealized

depreciation on

swap agreements

ProShares Ultra

Bloomberg Crude Oil

ProShares Ultra

Bloomberg Natural Gas

ProShares Ultra Gold

ProShares Ultra Silver

ProShares UltraShort

Bloomberg Crude Oil

ProShares UltraShort

Bloomberg Natural Gas

ProShares UltraShort

Foreign Exchange Contracts

appreciation on

foreign currency

forward contracts

depreciation on

foreign currency

forward contracts

ProShares Ultra Euro

ProShares Ultra Yen

ProShares UltraShort

Combined Trust:

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments.

Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

Fair Value of Derivative Instruments as of December 31, 2023

Asset Derivatives

Liability Derivatives

Derivatives Not

Accounted for as

Hedging Instruments

Statements of

Financial Condition

Statements of

VIX Futures Contracts

Receivable on

ProShares Short VIX

Short-Term Futures ETF

ProShares Ultra VIX

Short-Term Futures ETF

ProShares VIX

ProShares VIX Short-

Term Futures ETF

Commodities Contracts

Receivables on

contracts and/or

appreciation on

swap agreements

ProShares Ultra

Bloomberg Crude Oil

ProShares Ultra

Bloomberg Natural Gas

ProShares Ultra Gold

ProShares Ultra Silver

ProShares UltraShort

Bloomberg Crude Oil

ProShares UltraShort

Bloomberg Natural Gas

ProShares UltraShort

Foreign Exchange Contracts

appreciation on

foreign currency

forward contracts

ProShares Ultra Euro

ProShares Ultra Yen

ProShares UltraShort

Combined Trust:

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments.

Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended June 30, 2024

Derivatives Not Accounted

for as Hedging Instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Realized Gain

Recognized in

(Depreciation) on

Recognized in

VIX Futures Contracts

Net realized gain (loss) on futures contracts changes in unrealized appreciation (depreciation) on futures contracts

Receivable on open futures contracts, unrealized appreciation on swap agreements

Payable on open futures contracts, unrealized depreciation on swap agreements

ProShares Short VIX Short-Term Futures ETF

3 unchanged sentences

Commodities Contracts

Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements

Receivables on open futures contracts and/or unrealized appreciation on swap agreements

Payable on open futures contracts and/or unrealized depreciation on swap agreements

ProShares Ultra Bloomberg Crude Oil

7 unchanged sentences

Foreign Exchange Contracts

Net realized gain (loss) on foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on foreign currency forward contracts

Unrealized appreciation on foreign currency forward contracts, and/or receivables on open futures contracts

Unrealized depreciation on foreign currency forward contracts, and/or payable on open futures contracts

ProShares Ultra Euro

3 unchanged sentences

Combined Trust:

( 127,202,756

The Effect of Derivative Instruments on the Statement of Operations

For the six months ended June 30, 2024

Derivatives Not Accounted

for as Hedging Instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Realized Gain

Recognized in

(Depreciation)

Recognized in

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments.

Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

Fair Value of Derivative Instruments as of December 31, 2023

Asset Derivatives

Liability Derivatives

Derivatives Not

Accounted for as

Hedging Instruments

Statements of

Financial Condition

Statements of

Financial Condition

VIX Futures Contracts

Net realized gain (loss) on futures contracts changes in unrealized appreciation (depreciation) on

futures contracts

Receivable on open futures contracts, unrealized appreciation on swap agreements

Payable on open futures contracts, unrealized depreciation on swap agreements

ProShares Short VIX Short-Term Futures ETF

ProShares Ultra VIX Short-Term Futures ETF

( 148,416,415

ProShares VIX Mid-Term

1 unchanged sentence

Commodities Contracts

Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements

Receivables on open futures contracts and/or unrealized appreciation on swap agreements

Payable on open futures contracts and/or unrealized depreciation on swap agreements

ProShares Ultra Bloomberg Crude Oil

ProShares Ultra Bloomberg Natural Gas

( 196,642,739

ProShares Ultra Gold

5 unchanged sentences

Foreign Exchange Contracts

Net realized gain (loss) on foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on foreign currency

forward contracts

Unrealized appreciation on foreign currency forward contracts, and/or receivables on open futures contracts

Unrealized depreciation on foreign currency forward contracts, and/or payable on open futures contracts

ProShares Ultra Euro

3 unchanged sentences

Combined Trust:

( 180,180,547

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended June 30, 2023

For the three months ended March 31, 2024

Derivatives Not Accounted

11 unchanged sentences

ProShares Ultra VIX Short-Term Futures ETF

( 426,304,544

ProShares VIX Mid-Term

ProShares VIX Short-Term Futures ETF

( 127,229,299

Commodities Contracts

3 unchanged sentences

( 242,180,914

( 136,379,348

ProShares Ultra Gold

ProShares Ultra Silver

( 119,061,722

ProShares UltraShort Bloomberg Crude Oil

10 unchanged sentences

( 200,040,097

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments.

Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

The Effect of Derivative Instruments on the Statement of Operations

For the six months ended June 30, 2023

For the three months ended March 31, 2023

Derivatives Not Accounted

5 unchanged sentences

Recognized in

(Depreciation)

(Depreciation) on

Recognized in

VIX Futures Contracts

Net realized gain (loss) on futures contracts and/or swap

agreements/ changes in unrealized appreciation (depreciation) on

futures contracts and/or swap agreements

Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and/or swap agreements

ProShares Short VIX Short-Term Futures ETF

3 unchanged sentences

ProShares VIX Short-Term Futures ETF

( 173,326,001

Commodities Contracts

1 unchanged sentence

ProShares Ultra Bloomberg Crude Oil

( 138,159,516

ProShares Ultra Bloomberg Natural Gas

4 unchanged sentences

ProShares UltraShort Bloomberg Natural Gas

( 106,199,730

ProShares UltraShort Gold

8 unchanged sentences

( 998,089,690

( 181,490,158

Offsetting Assets and Liabilities

5 unchanged sentences

For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Financial Condition.

The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of June 30, 2024.

Fair Values of Derivative Instruments as of June 30, 2024

Fair Values of Derivative Instruments as of March 31, 2024

Gross Amounts

36 unchanged sentences

Foreign currency forward contracts

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at June 30, 2024.

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at March 31, 2024.

These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end.

2 unchanged sentences

due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.

Gross Amounts Not Offset in the Statements of Financial Condition as of June 30, 2024

Gross Amounts Not Offset in the Statements of Financial Condition as of March 31, 2024

Amounts of Recognized Assets /

5 unchanged sentences

Cash Collateral for the

Benefit of (the Funds) / the

Counterparties

Benefit of (the Funds) /

the Counterparties

ProShares Ultra Bloomberg Crude Oil

30 unchanged sentences

Fair Values of Derivative Instruments as of December 31, 2023

Gross Amounts

of Recognized

Assets presented

Statements of

Gross Amounts

Offset in the

Statements of

Net Amounts of

Assets presented

Statements of

1 unchanged sentence

of Recognized

presented in the

Statements of

3 unchanged sentences

Net Amounts of

presented in the

Statements of

27 unchanged sentences

Statements of Financial

Financial Instruments

for the Benefit of (the

87 unchanged sentences

The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee.

Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

Transaction fees three and six months ended June 30, 2024 which are included in the Addition and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:

Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds

to other investors in the secondary market.

Transaction fees three months ended March 31, 2024 which are included in the Addition and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:

Three Months Ended

Six Months Ended

June 30, 2024

March 31, 2024

ProShares Short VIX Short-Term Futures ETF

16 unchanged sentences

NOTE 6 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended June 30, 2024

For the Three Months Ended June 30, 2024 (unaudited)

Per Share Operating Performance

Futures ETF *

Natural Gas *

Net asset value, at March 31, 2024

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2024

Market value per share, at March 31, 2024 †

Market value per share, at June 30, 2024 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets** *

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

See Note 8 of these Notes to Financial Statements.

Percentages are annualized.

The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

Market values are determined at the close of the applicable primary

listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if non-recurring

fees and expenses, and brokerage commissions and futures account fees were excluded.

For the Three Months Ended June 30, 2024 (unaudited)

S elected Data for a Share Outstanding Throughout the Three Months Ended March

For the Three Months Ended March 31, 2024 (unaudited)

Per Share Operating Performance

1 unchanged sentence

Natural Gas *

Net asset value, at March 31, 2024

Net asset value, at December 31, 2023

Net investment income (loss)

1 unchanged sentence

Change in net asset value from operations

Net asset value, at June 30, 2024

Market value per share, at March 31, 2024 †

Market value per share, at June 30, 2024 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Three Months Ended June 30, 2024 (unaudited)

Per Share Operating Performance

Net asset value, at March 31, 2024

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2024

Market value per share, at December 31, 2023 †

Market value per share, at March 31, 2024 †

Market value per share, at June 30, 2024 †

Total Return, at net asset value^

7 unchanged sentences

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2024.

Percentages are not annualized for the period ended March 31, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if non-recurring

fees and expenses, and brokerage commissions and futures account fees were excluded.

Selected data for a Share outstanding throughout the three months ended June 30, 2023

For the Three Months Ended June 30, 2023 (unaudited)

Per Share Operating Performance

Futures ETF *

Natural Gas **

Net asset value, at March 31, 2023

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2023

Market value per share, at March 31, 2023 †

Market value per share, at June 30, 2023 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets** *

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2023.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Three Months Ended June 30, 2023 (unaudited)

Per Share Operating Performance

Futures ETF *

Natural Gas *

Net asset value, at March 31, 2023

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2023

Market value per share, at March 31, 2023 †

Market value per share, at June 30, 2023 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2023.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Three Months Ended June 30, 2023 (unaudited)

Per Share Operating Performance

Net asset value, at March 31, 2023

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2023

Market value per share, at March 31, 2023 †

Market value per share, at June 30, 2023 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets** *

Expense ratio^^

Net investment income gain (loss)

See Note 1 and Note 8

of these Notes to Financial Statements.

See Note 8 of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2023.

The expense ratio would be 0.95 %, 0.95 %, 0.85 % and 0.85 %, respectively, if brokerage commissions and futures account fees were excluded.

S elected Data for a Share Outstanding Throughout the six months Ended June

For the Six Months Ended June 30, 2024 (unaudited)

For the Three Months Ended March 31, 2024 (unaudited)

Per Share Operating Performance

5 unchanged sentences

Change in net asset value from operations

Net asset value, at June 30, 2024

Net asset value, at March 31, 2024

Market value per share, at December 31, 2023 †

Market value per share, at June 30, 2024 †

Market value per share, at March 31, 2024 †

Total Return, at net asset value^

4 unchanged sentences

See Note 8 of these Notes to Financial Statements.

Percentages are annualized.

1 unchanged sentence

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2024.

Percentages are not annualized for the period ended March 31, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if non-recurring

fees and expenses, and brokerage commissions and futures account fees were excluded.

For the Six Months Ended June 30, 2024 (unaudited)

For the Three Months Ended March 31, 2024 (unaudited)

Per Share Operating Performance

4 unchanged sentences

Change in net asset value from operations

Net asset value, at June 30, 2024

Market value per share, at December 31, 2023 †

Market value per share, at June 30, 2024 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Six Months Ended June 30, 2024 (unaudited)

Per Share Operating Performance

Net asset value, at December 31, 2023

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2024

Net asset value, at March 31, 2024

Market value per share, at December 31, 2023 †

Market value per share, at June 30, 2024 †

Market value per share, at March 31, 2024 †

Total Return, at net asset value^

7 unchanged sentences

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2024.

Percentages are not annualized for the period ended March 31, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.85 % and 0.85 %, respectively, if non-recurring

fees and expenses, and brokerage commissions and futures account fees were excluded.

Selected Data for a Share Outstanding Throughout the six months Ended June 30, 2023

For the Six Months Ended June 30, 2023 (unaudited)

Selected Data for a Share Outstanding Throughout the Three Months Ended March 31, 2023

For the Three Months Ended March 31, 2023 (unaudited)

Per Share Operating Performance

Natural Gas *

Net asset value, at December 31, 2022

2 unchanged sentences

Change in net asset value from operations

Net asset value, at June 30, 2023

Net asset value, at March 31, 2023

Market value per share, at December 31, 2022 †

Market value per share, at June 30, 2023 †

Market value per share, at March 31, 2023 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

See Note 1 and Note 8 of these Notes to Financial Statements.

See Note 8 of these Notes to Financial Statements.

2 unchanged sentences

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2023.

Percentages are not annualized for the period ended March 31, 2023.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if non-recurring

fees and expenses, and brokerage commissions and futures account fees were excluded.

For the Six Months Ended June 30, 2023 (unaudited)

For the Three Months Ended March 31, 2023 (unaudited)

Per Share Operating Performance

Natural Gas **

Net asset value, at December 31, 2022

2 unchanged sentences

Change in net asset value from operations

Net asset value, at June 30, 2023

Net asset value, at March 31, 2023

Market value per share, at December 31, 2022 †

Market value per share, at June 30, 2023 †

Market value per share, at March 31, 2023 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 1 and Note 8 of these Notes to Financial Statements.

See Note 8 of these Notes to Financial Statements.

2 unchanged sentences

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2023.

Percentages are not annualized for the period ended March 31, 2023.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if non-recurring

fees and expenses, and brokerage commissions and futures account fees were excluded.

For the Six Months Ended June 30, 2023 (unaudited)

For the Three Months Ended March 31, 2023 (unaudited)

Per Share Operating Performance

3 unchanged sentences

Change in net asset value from operations

Net asset value, at June 30, 2023

Net asset value, at March 31, 2023

Market value per share, at December 31, 2022 †

Market value per share, at June 30, 2023 †

Market value per share, at March 31, 2023 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 1 and Note 8

of these Notes to Financial Statements.

See Note 1 and Note 8 of these Notes to Financial Statements.

See Note 8 of these Notes to Financial Statements.

2 unchanged sentences

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended June 30, 2023.

Percentages are not annualized for the period ended March 31, 2023.

The expense ratio would be 0.95 %, 0.95 %, 0.85 % and 0.85 %, respectively, if non-recurring

2 unchanged sentences

Correlation and Holding Period Risk

Each of the Geared Funds is “geared” which means that each has an investment objective to seek daily investment results, before fees and expenses, that correspond either to one-half

the inverse (-0.5x),

two times the inverse (-2x),

one and one-half

times (1.5x) the return or two times (2x) the return of the Geared Fund’s benchmark (referred to as the “Daily Target”).

Each of the Geared Funds is “geared” which means that each has an investment objective to seek daily investment results, before fees and expenses, that correspond either to one-half the inverse (-0.5x), two times the inverse (-2x), one and one-half times (1.5x) the return or two times (2x) the return of the Geared Fund’s benchmark (referred to as the “Daily Target”).

The Geared Funds do not seek to achieve their Daily Target for any period of time other than a single day (as measured from NAV calculation time to NAV calculation time).

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 from one-half

the inverse (-0.5x),

two times the inverse (-2x),

one and one-half

times (1.5x) the return or two times (2x) the return of the Geared Fund’s benchmark for the same period.

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 from one-half the inverse (-0.5x), two times the inverse (-2x), one and one-half times (1.5x) the return or two times (2x) the return of the Geared Fund’s benchmark for the same period.

This difference may be significant.

16 unchanged sentences

Each Ultra and UltraShort Fund uses leverage and should produce daily returns that are more volatile than that of its benchmark.

For example, the daily return of an Ultra with a 1.5x or 2x multiple should be approximately one and one-half

or two times as volatile on a daily basis as is the return of a fund with an objective of matching the same benchmark.

The daily return of an UltraShort Fund is designed to return two times the inverse (-2x)

of the return that would be expected of a fund with an objective of matching the same benchmark.

For example, the daily return of an Ultra with a 1.5x or 2x multiple should be approximately one and one-half or two times as volatile on a daily basis as is the return of a fund with an objective of matching the same benchmark.

The daily return of an UltraShort Fund is designed to return two times the inverse (-2x) of the return that would be expected of a fund with an objective of matching the same benchmark.

The Geared Funds are not appropriate for all investors and present significant risks not applicable to other types of funds.

8 unchanged sentences

(2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmark;

spreads on such Financial Instruments;

(3) bid-ask spreads on such Financial Instruments;

(4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments and commission costs;

5 unchanged sentences

(10) accounting standards;

(11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, over weighting or under weighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark;

(12) large movements of assets into and/or out of a Fund, particularly late in the day;

(13) significant and/or rapid increases in the size of the Fund as a result of an increase in creation activity that cause the Fund to approach or reach position or accountability limits or other portfolio limits;

and (14) events such as natural disasters (including disease, epidemics and pandemics) that can be highly disruptive to economies, markets and companies including, but not limited to, the Sponsor and third party service providers.

and (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, over weighting or under weighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark.

A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation.

4 unchanged sentences

The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day.

The target amount of portfolio exposure is impacted dynamically by a benchmark’s movements, including intraday movements.

Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., -0.5x,

1.5x, or 2x, as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher on days when the benchmark levels are volatile near the close of the trading day.

Other things being equal, more significant movement in the value of its benchmark up or down will require more significant adjustments to a Fund’s portfolio.

Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., -0.5x, -2x, 1.5x, or 2x, as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher on days when the benchmark levels are volatile near the close of the trading day.

Each Geared Fund seeks to rebalance its portfolio on a daily basis.

The time and manner in which a Geared Fund rebalances its portfolio may vary from day to day depending upon market conditions and other circumstances at the discretion of the Sponsor.

If for any reason a Fund is unable to rebalance all 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, the Fund may have investment exposure to its benchmark that is significantly greater or less than its stated multiple.

As a result, the Fund may be more or less exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective.

Unlike other funds that do not rebalance their portfolios as frequently, each Geared Fund may be subject to increased trading costs associated with daily portfolio rebalancing in order to maintain appropriate exposure to the underlying benchmarks.

80 unchanged sentences

The futures contracts held by the Funds may experience a period of extraordinary contango or backwardation in the future.

If all or a significant portion of the futures contracts held by

an Ultra Fund at a future date were to reach a negative price, investors in such Fund could lose their entire investment.

If all or a significant portion of the futures contracts held by an Ultra Fund at a future date were to reach a negative price, investors in such Fund could lose their entire investment.

Conversely, investors in an UltraShort Fund could suffer significant losses or lose their entire investment if prices reversed or were subject to extraordinary backwardation.

12 unchanged sentences

These conditions have led, and may continue to lead, to increased or extreme market volatility, illiquidity 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, 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 affected, with potential corresponding results on the operating performance of the Funds and their investments.

Such natural disaster and health crises could

exacerbate political, social, and economic risks, and result in significant 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 affected, with potential corresponding results on the operating performance of the Funds and their investments.

To attempt to curb the spread of COVID-19,

federal, state, and local governments introduced various forms of vaccine and mask mandates, lockdowns, curfews, and other policy initiatives.

However, several of the federal mandates were rolled back or eliminated entirely due to actions taken within the courts.

In response to COVID’s shock to the labor market and economy overall.

The government drastically increased its federal spending for COVID-related relief packages, which came in the form of increases in unemployment insurance and stimulus packages.

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 potential investment opportunities and accuracy of economic projections.

Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments.

5 unchanged sentences

These conditions also can impact the ability of the Funds to complete creation and redemption transactions and disrupt Fund trading in the secondary market.

Additionally, geopolitical conflict, including, war and armed conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022, the Israel-Hamas conflict, the Houthi movement’s attacks on marine vessels in the Red Sea, and the expansion of such conflicts in surrounding areas), sanctions, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies.

Additionally, public health issues, war and military conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022 and the Israel-Hamas conflict and the ensuing conflict), sanctions, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies.

A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time.

2 unchanged sentences

NOTE 8 – SUBSEQUENT EVENTS

On March 20, 2024, the Trust announced a

forward split of the shares of beneficial interest of ProShares Short VIX Short-Term Futures (ticker symbol:

SVXY) and ProShares UltraShort Bloomberg Natural Gas (ticker symbol:

reverse split of the shares of beneficial interest of ProShares Ultra VIX Short-Term Futures (ticker symbol:

The splits were effective prior to market open on April 11, 2024, when the funds began trading at its post-split price.

The splits were applied retroactively for all periods presented, reducing (increasing) the number of shares outstanding and resulted in a proportionate increase (decrease) in the price per share and the per share information of the fund.

Therefore, the splits did not change the aggregate net asset value of a shareholder’s investment at the time of the splits.

For SVXY and KOLD shareholders who hold a quantity of shares that is not an exact multiple of the Forward Split ratio (i.e., not a multiple of 2), the Forward Split will result in the creation of a fractional share.

Post-Forward Split fractional shares will be redeemed for cash and sent to the shareholder’s broker of record.

This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.

For UVXY shareholders who hold a quantity of shares that is not an exact multiple of the Reverse Split ratio (i.e., not a multiple of 5), the Reverse Split will result in the creation of a fractional share.

Post-Reverse Split fractional shares will be redeemed for cash and sent to the shareholder’s broker of record.

This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.

On October 28, 2024, the Trust announced a 2-for-1 forward split of the shares of beneficial interest of ProShares UltraShort Yen (ticker symbol:

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements