Fund of Funds Investment Agreement

Thank you for your interest in a Fund of Funds Investment Agreement with ProShares Trust. Pursuant to Rule 12d1-4 under the Investment Company Act of 1940, as amended (the “1940 Act”) the Fund of Funds Investment Agreement permits registered investment companies to invest in shares of series of ProShares Trust in excess of the limits of Section 12(d)(1) of the 1940 Act. We look forward to working with you. The following table includes a link to our Fund of Funds Investment Agreement in Word format.

Relevant Documents

If you have comments regarding our standard Agreement, please use the "track changes" feature of Word to summarize your comments. Forward the marked up Agreement to Chris Bercaw at cbercaw@proshares.com. When you are ready, please send your signed copy to Chris Bercaw at ProShares: 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814. Contact Mr. Bercaw or your salesperson using the Contact Information below if you have questions.

Precautionary Notes: Funds Not Covered by the Agreement

Our Fund of Funds Investment Agreement covers all of our ProShares Trust Funds except:

The four funds listed above do not currently rely on Rule 12d1-4 and they are not part of our Fund of Funds Investment Agreement, because they invest in other registered investment companies. Any acquisition of shares in these four funds by an investment company remains subject to the limits of Section 12(d)(1) of the 1940 Act.

Additionally, our Fund of Funds Investment Agreement does not apply to our ProShares Trust II products, which are commodity pools, not registered investment companies. Referred to as our Commodity, Currency and VIX Futures funds, they are marked on our downloadable product list with a double asterisk for your convenience.

Contact Information