Registration Amendment Withdrawal (Form AW)

VIA EDGAR

October 19, 2026

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the "1933 Act"), the Trust, on behalf of its series ProShares Ultra Foxconn Industrial Internet (the "Fund"), respectfully requests that, effective as of the date first set forth above or at the earliest practicable date hereafter, the U.S. Securities and Exchange Commission (the "Commission") consent to the withdrawal of Post-Effective Amendment 499 to the Trust's Registration Statement, which was filed on Form N-1A with the Commission via EDGAR (Accession No.

0001174610-26-000320) on June 11, 2026 ("PEA 499").

The Trust is submitting this application for withdrawal of PEA 499 because it has elected not to proceed with the registration of the Fund. No securities have been sold in connection with PEA 499.

Accordingly, we request that the Commission issue an order granting withdrawal of PEA 499, effective as of the date first set forth above or at the earliest practicable date hereafter.

Should you have any questions regarding this matter, please contact me at (240) 497-6400.

Very truly yours,

ProShares Trust