John Loder, Esq.
c/o Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
|
Richard F. Morris
ProShare Advisors LLC
7272 Wisconsin Avenue, 21st Floor
Bethesda, MD 20814
|
[TICKER]
|
Metaverse Theme ETF
|
|
|
Annual Fund Operating Expenses
|
|
(expenses that you pay each year as a percentage of the
value of your investment)
|
|
Management Fees
|
[]
|
Other Expenses
|
[]
|
Total Annual Fund Operating Expenses
|
[]
|
1 Year
|
3 Years
|
|
|
$[]
|
$[]
|
|
|
Metaverse Theme ETF
|
[TKR]
|
Principal U.S. National Stock Exchange
|
Fund
|
[Exchange]
|
Metaverse Theme ETF
|
4
|
|
6
|
|
31
|
|
32
|
|
34
|
|
39
|
|
40
|
|
42
|
|
44
|
|
47
|
|
55
|
|
57
|
|
72
|
|
72
|
|
A-1
|
|
B-1
|
|
C-1
|
Term
|
Definition
|
1933 Act
|
Securities Act of 1933, as amended
|
1934 Act
|
Securities and Exchange Act of 1934, as amended
|
1940 Act
|
Investment Company Act of 1940, as amended
|
Advisor or ProShare Advisors
|
ProShare Advisors LLC
|
Board of Trustees or Board
|
Board of Trustees of ProShares Trust
|
CCO
|
Chief Compliance Officer
|
CFTC
|
U.S. Commodity Futures Trading Commission
|
Code or Internal Revenue Code
|
Internal Revenue Code of 1986, as amended
|
CPO
|
Commodity Pool Operator
|
Distributor or SEI
|
SEI Investments Distribution Co.
|
ETF
|
Exchange traded fund
|
Exchange
|
NYSE Arca, The Nasdaq Stock Market or the BZX
Exchange
|
Fund Complex
|
All operational registered investment companies that are
advised by the Advisor or its affiliates
|
Independent Trustee(s)
|
Trustees who are not “Interested Persons” of ProShare
Advisors or Trust as defined under Section 2(a)(19) of the
1940 Act
|
NAV
|
Net asset value
|
New Fund
|
Metaverse Theme ETF
|
SEC
|
U.S. Securities and Exchange Commission
|
Shares
|
The shares of the Fund
|
Trust
|
ProShares Trust
|
Trustee(s)
|
One or more of the trustees of the Trust
|
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 (124)
ProFunds (116)
|
Context Capital
|
Russell S. Reynolds III
Birth Date: 7/57
|
Indefinite;
November 2005 to
present
|
RSR Partners, Inc.
and predecessor
company (Executive
Recruitment and
Corporate
Governance
Consulting):
Managing Director
(February 1993 to
present).
|
ProShares (124)
ProFunds (116)
|
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 (124)
ProFunds (116)
|
NAIOP (the
Commercial Real
Estate Development
Association)
|
Interested Trustee and Chairman of the Board
|
|
|
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
|
Michael L. Sapir**
Birth Date: 5/58
|
Indefinite; 2002 to
present
|
Chairman and Chief
Executive Officer of
ProShare Advisors
(November 2005 to
present); ProFund
Advisors LLC
(April 1997 to
present); and
ProShare Capital
Management LLC
(August 2008 to
present).
|
ProShares (124)
ProFunds (116)
|
None
|
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
|
$10,001-$50,000
|
$10,001-$50,000
|
Interested Trustee
|
|
|
Michael L. Sapir, Trustee and Chairman
|
none
|
over $100,000
|
Name
|
Aggregate
Compensation
From The Fund
|
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
|
$0
|
$0
|
$0
|
[]
|
Russell S. Reynolds, III, Trustee
|
$0
|
$ 0
|
$ 0
|
[]
|
Michael C. Wachs, Trustee
|
$0
|
$ 0
|
$ 0
|
[]
|
Interested Trustee
|
|
|
|
|
Michael L. Sapir, Trustee and Chairman
|
$0
|
$0
|
$0
|
$0
|
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).
|
Charles S. Todd
3 Canal Plaza, Suite
100 Portland, ME
04101Birth Date: 9/71
|
Treasurer
|
Indefinite; May
2021 to present
|
Senior Managing Director and Business Head,
Fund Officer Services, Foreside Financial
Group, LLC.
|
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).
|
Richard F. Morris
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).
|
Name of Fund
|
Investment Advisory and
Management Fee
|
Metaverse Theme ETF
|
[]
|
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
|
[PM]
|
None
|
[]
|
[PM]
|
None
|
[]
|
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
|
[PM]
|
[]
|
[]
|
[]
|
[PM]
|
[]
|
[]
|
[]
|
Fund Name
|
Creation Unit
Size
|
Value of
Creation Unit at
inception
|
Metaverse Theme ETF
|
[]
|
[]
|
Fund(s)
|
Typical Creation Cut-Off Time (Eastern Time)
|
Metaverse Theme ETF
|
[]
|
Fund(s)
|
Typical NAV Calculation Time
Eastern Time
|
Metaverse Theme ETF
|
[]
|
TITLE:
|
Proxy Voting Policies and Procedures
|
FOR:
|
ProShare Advisors LLC ProFund Advisors LLC
|
DATED:
|
March 1, 2008
|
AS REVISED:
|
May 1, 2015
|
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
|
Mark J. Held
|
Senior Vice President
|
None
|
Lori L. White
|
Vice President & Assistant Secretary
|
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
|
ProShares Trust
|
|
By:
|
/s/ Todd B. Johnson
|
|
Todd B. Johnson President
|
Signature
|
Title
|
Date
|
/s/ Michael L. Sapir*
Michael L. Sapir
|
Trustee, Chairman
|
December 28, 2021
|
/s/ Russell S. Reynolds, III*
Russell S. Reynolds, III
|
Trustee
|
December 28, 2021
|
/s/ Michael C. Wachs*
Michael C. Wachs
|
Trustee
|
December 28, 2021
|
/s/ William D. Fertig*
William D. Fertig
|
Trustee
|
December 28, 2021
|
/s/ Todd B. Johnson
Todd B. Johnson
|
President
|
December 28, 2021
|
/s/ Charles S. Todd
Charles S. Todd
|
Treasurer
|
December 28, 2021
|
* By:/s/ Richard F. Morris
Richard F. Morris
As Attorney-in-fact
Date: December 28, 2021
|
|
|
|
|
|
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