ProShares UltraPro Short QQQ (SQQQ) AWWithdrawal of amendment

Jun

June 9, 2022

Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the "1933 Act"), the Trust, on behalf of its series, ProShares Cloud Security ETF, ProShares Electric Vehicles ETF, and ProShares S&P Kensho Global Crypto & Blockchain ETF (the "Funds"), hereby respectfully requests withdrawal of Post- Effective Amendment No. 225 to the Trust's Registration Statement under the 1933 Act (the "1933 Act"), which was filed on Form N-1A (File Nos. 333-89822 and 811-21114) with the Securities and Exchange Commission via EDGAR (Accession No. 0001683863-21-004058) on June 25, 2021, pursuant to paragraph (a)(2) of Rule 485 under the 1933 Act to register the Funds. Additionally, the Trust is submitting this application for withdrawal of the following additional Post-Effective Amendments (the "Delaying Amendments") to the Trust's Registration Statement on Form N-1A, filed via EDGAR with the Commission on the filing dates indicated below as they relate to these Funds. The purpose of each of the Delaying Amendments was to delay the effectiveness of Post-Effective Amendment No. 225.