Form 10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

10-K/A 1 d567397d10ka.htm FORM 10-K/A Form 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

x	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2012.

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to .

Commission file number: 001-34200

PROSHARES TRUST II

(Exact name of registrant as specified in its charter)

Delaware

87-6284802

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip Code)

(240) 497-6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Common Units of Beneficial Interest		NYSE Arca, Inc.
(Title of each class)		(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). ¨ Yes x No

The aggregate market value of each Fund’s units held by non-affiliates as of June 30, 2012 and the number of outstanding units for each Fund as of February 22, 2013 are included in the table below.


	Aggregate Market Value of the Fund’s Units Held by Non-Affiliates as of June 30, 2012		Number of Outstanding Units as of February 22, 2013
ProShares Ultra DJ-UBS Commodity	$	8,281,000		200,014
ProShares UltraShort DJ-UBS Commodity		3,518,107		59,997
ProShares Ultra DJ-UBS Crude Oil		486,058,059		10,449,170
ProShares UltraShort DJ-UBS Crude Oil		82,528,534		4,219,944
ProShares Ultra DJ-UBS Natural Gas		62,674,709		2,319,941
ProShares UltraShort DJ-UBS Natural Gas		13,558,500		550,030
ProShares Ultra Gold		330,921,000		4,000,014
ProShares UltraShort Gold		129,249,909		1,546,978
ProShares Ultra Silver		680,620,500		17,400,028
ProShares UltraShort Silver		156,561,724		2,508,489
ProShares Ultra Australian Dollar		—		100,005
ProShares UltraShort Australian Dollar		—		100,005
ProShares Ultra Euro		5,655,000		200,014
ProShares Short Euro		3,949,000		100,005
ProShares UltraShort Euro		896,610,000		25,450,014
ProShares UltraPro Short Euro		—		5
ProShares Ultra Yen		5,008,500		200,014
ProShares UltraShort Yen		230,572,108		7,349,294
ProShares Ultra VIX Short-Term Futures ETF		305,940,468		24,058,081
ProShares VIX Short-Term Futures ETF		138,976,000		14,725,005
ProShares Short VIX Short-Term Futures ETF		13,474,500		600,020
ProShares VIX Mid-Term Futures ETF		85,374,000		1,825,005
ProShares Managed Futures Strategy		—		5
ProShares Commodity Managed Futures Strategy		—		5

DOCUMENTS INCORPORATED BY REFERENCE:

None.

THE FINANCIAL STATEMENT SCHEDULES CONTAINED IN PART IV OF THIS ANNUAL REPORT ON FORM 10-K CONSTITUTE THE ANNUAL REPORT WITH RESPECT TO THE COMMODITY POOLS FOR PURPOSES OF COMMODITY FUTURES TRADING COMMISSION RULE 4.22(C)

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012 of ProShares Trust II (the “Trust”), filed with the U.S. Securities and Exchange Commission on March 1, 2013 (the “Form 10-K”), is being filed to amend a typographical error in the report of the Trust’s Independent Registered Public Accounting Firm and to clarify that the report covered the Schedule of Investments for the Trust and each of its Funds. This Amendment No. 1 also is being filed to amend Exhibit 23.1 to the Form 10-K to clarify that the “Consent of Independent Registered Public Accounting Firm” addresses the financial statements and internal control over financial reporting of the combined Trust and each of the Funds.

Except as set forth above, no other changes have been made to the Form 10-K, and this Amendment No. 1 does not amend, update or change any other items or disclosure found in the Form 10-K. Further, this Amendment No. 1 does not reflect events that may have occurred after the filing of the Form 10-K, unless expressly stated. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-K and the Trust’s other SEC filings subsequent to the filing of the Form 10-K.

PROSHARES TRUST II

Table of Contents


	Page

Part II.
Item 8. Financial Statements and Supplementary Data.		1-10

Part IV.
Item 15. Exhibits and Financial Statement Schedules.		11

Signatures

Part II

Item 8.

Financial Statements and Supplementary Data.

Statement of Operations for the three month periods ended March 31, 2012 and 2011, June 30, 2012 and 2011, September 30, 2012 and 2011, and December 31, 2012 and 2011, and the years ended December 31, 2012 and 2011 for each Fund, as applicable.

PROSHARES ULTRA DJ-UBS COMMODITY


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(22,013	)	$	(18,004	)	$	(19,548	)	$	(13,919	)	$	(73,484	)

Net realized and unrealized gain (loss)	$	99,304		$	(886,086	)	$	1,527,523		$	(875,535	)	$	(134,794	)
Net income (loss)	$	77,291		$	(904,090	)	$	1,507,975		$	(889,454	)	$	(208,278	)
Net increase (decrease) in net asset value per share	$	0.22		$	(2.58	)	$	4.48		$	(3.61	)	$	(1.49	)

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(40,254	)	$	(45,024	)	$	(36,061	)	$	(24,262	)	$	(145,601	)

Net realized and unrealized gain (loss)	$	1,772,727		$	(3,351,612	)	$	(3,127,605	)	$	191,535		$	(4,514,955	)
Net income (loss)	$	1,732,473		$	(3,396,636	)	$	(3,163,666	)	$	167,273		$	(4,660,556	)
Net increase (decrease) in net asset value per share	$	3.09		$	(6.07	)	$	(7.37	)	$	(0.14	)	$	(10.49	)

PROSHARES ULTRASHORT DJ-UBS COMMODITY


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(19,503	)	$	(14,834	)	$	(6,822	)	$	(6,590	)	$	(47,749	)

Net realized and unrealized gain (loss)	$	(286,425	)	$	910,795		$	(655,216	)	$	371,058		$	340,212
Net income (loss)	$	(305,928	)	$	895,961		$	(662,038	)	$	364,468		$	292,463
Net increase (decrease) in net asset value per share	$	(1.91	)	$	4.05		$	(11.03	)	$	6.07		$	(2.82	)

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(4,737	)	$	(71,509	)	$	(31,685	)	$	(25,222	)	$	(133,153	)

Net realized and unrealized gain (loss)	$	(301,224	)	$	(2,796,713	)	$	900,296		$	(577,784	)	$	(2,775,425	)
Net income (loss)	$	(305,961	)	$	(2,868,222	)	$	868,611		$	(603,006	)	$	(2,908,578	)
Net increase (decrease) in net asset value per share*	$	(5.32	)	$	5.67		$	10.59		$	(2.02	)	$	8.92

-1-

PROSHARES ULTRA DJ-UBS CRUDE OIL


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(644,318	)	$	(679,477	)	$	(868,686	)	$	(1,055,949	)	$	(3,248,430	)

Net realized and unrealized gain (loss)	$	24,645,121		$	(95,765,975	)	$	60,875,920		$	(7,112,879	)	$	(17,357,813	)
Net income (loss)	$	24,000,803		$	(96,445,452	)	$	60,007,234		$	(8,168,828	)	$	(20,606,243	)
Net increase (decrease) in net asset value per share	$	1.93		$	(15.10	)	$	3.60		$	(1.92	)	$	(11.49	)

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(730,394	)	$	(642,875	)	$	(964,691	)	$	(848,409	)	$	(3,186,369	)

Net realized and unrealized gain (loss)	$	87,063,795		$	(42,024,285	)	$	(133,329,780	)	$	176,234,125		$	87,943,855
Net income (loss)	$	86,333,401		$	(42,667,160	)	$	(134,294,471	)	$	175,385,716		$	84,757,486
Net increase (decrease) in net asset value per share*	$	7.11		$	(14.47	)	$	(15.33	)	$	13.57		$	(9.12	)

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(335,925	)	$	(268,706	)	$	(241,721	)	$	(232,312	)	$	(1,078,664	)

Net realized and unrealized gain (loss)	$	(4,727,063	)	$	49,643,334		$	(14,418,639	)	$	4,549,993		$	35,047,625
Net income (loss)	$	(5,062,988	)	$	49,374,628		$	(14,660,360	)	$	4,317,681		$	33,968,961
Net increase (decrease) in net asset value per share	$	(3.58	)	$	13.99		$	(8.63	)	$	(0.29	)	$	1.49

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(277,411	)	$	(392,008	)	$	(239,496	)	$	(302,820	)	$	(1,211,735	)

Net realized and unrealized gain (loss)	$	(11,152,184	)	$	44,435,394		$	43,199,704		$	(40,369,836	)	$	36,113,078
Net income (loss)	$	(11,429,595	)	$	44,043,386		$	42,960,208		$	(40,672,656	)	$	34,901,343
Net increase (decrease) in net asset value per share*	$	(9.64	)	$	7.07		$	16.33		$	(25.79	)	$	(12.03	)

-2-

PROSHARES ULTRA DJ-UBS NATURAL GAS


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(67,946	)	$	(151,025	)	$	(177,136	)	$	(170,203	)	$	(566,310	)

Net realized and unrealized gain (loss)	$	(20,700,932	)	$	13,458,075		$	15,057,958		$	(13,640,941	)	$	(5,825,840	)
Net income (loss)	$	(20,768,878	)	$	13,307,050		$	14,880,822		$	(13,811,144	)	$	(6,392,150	)
Net increase (decrease) in net asset value per share*	$	(64.29	)	$	8.00		$	5.45		$	(12.09	)	$	(62.93	)


	October 4, 2011 (Commencement of Operations) through December 31, 2011
Net investment income (loss)	$	(10,459	)
Net realized and unrealized gain (loss)	$	(2,307,329	)
Net income (loss)	$	(2,317,788	)
Net increase (decrease) in net asset value per share*	$	(19.60	)

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(44,543	)	$	(64,525	)	$	(41,588	)	$	(45,751	)	$	(196,407	)

Net realized and unrealized gain (loss)	$	10,368,292		$	(9,266,342	)	$	(3,747,142	)	$	2,887,056		$	241,864
Net income (loss)	$	10,323,749		$	(9,330,867	)	$	(3,788,730	)	$	2,841,305		$	45,457
Net increase (decrease) in net asset value per share*	$	25.13		$	(18.62	)	$	(8.18	)	$	3.40		$	1.73


	October 4, 2011 (Commencement of Operations) through December 31, 2011
Net investment income (loss)	$	(15,612	)

Net realized and unrealized gain (loss)	$	3,157,122
Net income (loss)	$	3,141,510
Net increase (decrease) in net asset value per share*	$	31.42

PROSHARES ULTRA GOLD


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(878,349	)	$	(753,951	)	$	(762,841	)	$	(774,124	)	$	(3,169,265	)

Net realized and unrealized gain (loss)	$	46,616,415		$	(32,627,228	)	$	70,513,591		$	(52,861,032	)	$	31,641,746
Net income (loss)	$	45,738,066		$	(33,381,179	)	$	69,750,750		$	(53,635,156	)	$	28,472,481
Net increase (decrease) in net asset value per share	$	11.88		$	(8.03	)	$	17.41		$	(13.41	)	$	7.85

-3-


	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(482,456	)	$	(609,284	)	$	(939,268	)	$	(944,478	)	$	(2,975,486	)

Net realized and unrealized gain (loss)	$	6,550,582		$	20,154,730		$	28,100,311		$	(44,636,496	)	$	10,169,127
Net income (loss)	$	6,068,126		$	19,545,446		$	27,161,043		$	(45,580,974	)	$	7,193,641
Net increase (decrease) in net asset value per share	$	2.43		$	5.82		$	9.51		$	(11.07	)	$	6.69

PROSHARES ULTRASHORT GOLD


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(342,867	)	$	(302,804	)	$	(256,499	)	$	(204,043	)	$	(1,106,213	)

Net realized and unrealized gain (loss)	$	(34,607,326	)	$	7,643,572		$	(24,877,579	)	$	12,082,947		$	(39,758,386	)
Net income (loss)	$	(34,950,193	)	$	7,340,768		$	(25,134,078	)	$	11,878,904		$	(40,864,599	)
Net increase (decrease) in net asset value per share*	$	(14.97	)	$	3.25		$	(14.67	)	$	7.55		$	(18.84	)

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(199,330	)	$	(189,137	)	$	(293,684	)	$	(361,048	)	$	(1,043,199	)

Net realized and unrealized gain (loss)	$	(7,272,446	)	$	(8,345,095	)	$	(4,957,821	)	$	12,117,245		$	(8,458,117	)
Net income (loss)	$	(7,471,776	)	$	(8,534,232	)	$	(5,251,505	)	$	11,756,197		$	(9,501,316	)
Net increase (decrease) in net asset value per share*	$	(1.70	)	$	(2.73	)	$	(4.67	)	$	1.41		$	(7.69	)

PROSHARES ULTRA SILVER


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(1,833,327	)	$	(1,610,787	)	$	(1,659,417	)	$	(1,814,626	)	$	(6,918,157	)

Net realized and unrealized gain (loss)	$	141,046,911		$	(288,257,836	)	$	365,198,197		$	(250,739,710	)	$	(32,752,438	)
Net income (loss)	$	139,213,584		$	(289,868,623	)	$	363,538,780		$	(252,554,336	)	$	(39,670,595	)
Net increase (decrease) in net asset value per share	$	11.70		$	(17.86	)	$	21.77		$	(15.83	)	$	(0.22	)

-4-


	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(1,323,706	)	$	(2,429,975	)	$	(2,371,209	)	$	(1,831,322	)	$	(7,956,212	)

Net realized and unrealized gain (loss)	$	298,326,588		$	(311,253,526	)	$	(265,887,530	)	$	(159,279,941	)	$	(438,094,409	)
Net income (loss)	$	297,002,882		$	(313,683,501	)	$	(268,258,739	)	$	(161,111,263	)	$	(446,050,621	)
Net increase (decrease) in net asset value per share*	$	35.52		$	(29.67	)	$	(29.27	)	$	(11.53	)	$	(34.95	)

PROSHARES ULTRASHORT SILVER


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(487,831	)	$	(371,361	)	$	(290,149	)	$	(253,801	)	$	(1,403,142	)

Net realized and unrealized gain (loss)	$	(70,018,033	)	$	52,347,709		$	(67,146,826	)	$	32,991,048		$	(51,826,102	)
Net income (loss)	$	(70,505,864	)	$	51,976,348		$	(67,436,975	)	$	32,737,247		$	(53,229,244	)
Net increase (decrease) in net asset value per share*	$	(24.24	)	$	17.49		$	(30.05	)	$	11.52		$	(25.28	)

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(293,996	)	$	(1,087,002	)	$	(1,293,605	)	$	(713,410	)	$	(3,388,013	)

Net realized and unrealized gain (loss)	$	(80,041,620	)	$	54,709,556		$	(32,690,481	)	$	(59,741,953	)	$	(117,764,498	)
Net income (loss)	$	(80,335,616	)	$	53,622,554		$	(33,984,086	)	$	(60,455,363	)	$	(121,152,511	)
Net increase (decrease) in net asset value per share*	$	(84.07	)	$	(22.02	)	$	(11.80	)	$	(4.89	)	$	(122.78	)

-5-

PROSHARES ULTRA AUSTRALIAN DOLLAR


	July 17, 2012 (Commencement of Operations) through September 30, 2012 (unaudited)			Three months ended December 31, 2012 (unaudited)			Year ended December 31, 2012
Net investment income (loss)	$	(7,953	)	$	(9,345	)	$	(17,298	)

Net realized and unrealized gain (loss)	$	97,126		$	70,040		$	167,166
Net income (loss)	$	89,173		$	60,695		$	149,868
Net increase (decrease) in net asset value per share	$	0.89		$	0.61		$	1.50

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR


	July 17, 2012 (Commencement of Operations) through September 30, 2012 (unaudited)			Three months ended December 31, 2012 (unaudited)			Year ended December 31, 2012
Net investment income (loss)	$	(7,544	)	$	(8,685	)	$	(16,229	)

Net realized and unrealized gain (loss)	$	(122,330	)	$	(80,642	)	$	(202,972	)
Net income (loss)	$	(129,874	)	$	(89,327	)	$	(219,201	)
Net increase (decrease) in net asset value per share	$	(1.30	)	$	(0.89	)	$	(2.19	)

PROSHARES ULTRA EURO


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(22,829	)	$	(14,414	)	$	(12,208	)	$	(10,675	)	$	(60,126	)

Net realized and unrealized gain (loss)	$	562,609		$	(788,758	)	$	155,523		$	277,905		$	207,279
Net income (loss)	$	539,780		$	(803,172	)	$	143,315		$	267,230		$	147,153
Net increase (decrease) in net asset value per share	$	1.36		$	(2.61	)	$	0.57		$	1.14		$	0.46

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(16,515	)	$	(19,703	)	$	(20,157	)	$	(18,727	)	$	(75,102	)

Net realized and unrealized gain (loss)	$	952,162		$	415,636		$	(1,325,174	)	$	(555,119	)	$	(512,495	)
Net income (loss)	$	935,647		$	395,933		$	(1,345,331	)	$	(573,846	)	$	(587,597	)
Net increase (decrease) in net asset value per share	$	3.12		$	1.32		$	(4.48	)	$	(1.83	)	$	(1.87	)

-6-

PROSHARES SHORT EURO


	July 26, 2012 (Commencement of Operations) through June 30, 2012 (unaudited)			Three months ended September 30, 2012 (unaudited)			Three months ended December 31, 2012 (unaudited)			Year ended December 31, 2012
Net investment income (loss)	$	(477	)	$	(9,011	)	$	(8,403	)	$	(17,891	)

Net realized and unrealized gain (loss)	$	(52,313	)	$	(65,844	)	$	(101,112	)	$	(219,269	)
Net income (loss)	$	(52,790	)	$	(74,855	)	$	(109,515	)	$	(237,160	)
Net increase (decrease) in net asset value per share	$	(0.53	)	$	(0.75	)	$	(1.09	)	$	(2.37	)

PROSHARES ULTRASHORT EURO


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(2,152,538	)	$	(1,941,599	)	$	(1,892,376	)	$	(1,460,995	)	$	(7,447,508	)

Net realized and unrealized gain (loss)	$	(59,640,258	)	$	90,621,012		$	(27,155,422	)	$	(37,411,971	)	$	(33,586,639	)
Net income (loss)	$	(61,792,796	)	$	88,679,413		$	(29,047,798	)	$	(38,872,966	)	$	(41,034,147	)
Net increase (decrease) in net asset value per share	$	(1.37	)	$	1.94		$	(0.78	)	$	(1.11	)	$	(1.32	)

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(889,548	)	$	(1,012,362	)	$	(1,691,141	)	$	(2,314,798	)	$	(5,907,849	)

Net realized and unrealized gain (loss)	$	(57,977,168	)	$	(32,834,948	)	$	111,269,508		$	64,721,878		$	85,179,270
Net income (loss)	$	(58,866,716	)	$	(33,847,310	)	$	109,578,367		$	62,407,080		$	79,271,421
Net increase (decrease) in net asset value per share	$	(2.45	)	$	(1.09	)	$	2.53		$	1.06		$	0.05

PROSHARES ULTRA YEN


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(11,811	)	$	(10,964	)	$	(11,359	)	$	(10,306	)	$	(44,440	)

Net realized and unrealized gain (loss)	$	(753,684	)	$	329,652		$	236,957		$	(1,011,565	)	$	(1,198,640	)
Net income (loss)	$	(765,495	)	$	318,688		$	225,598		$	(1,021,871	)	$	(1,243,080	)
Net increase (decrease) in net asset value per share	$	(5.10	)	$	2.12		$	1.51		$	(6.82	)	$	(8.29	)

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(7,079	)	$	(7,343	)	$	(12,276	)	$	(12,874	)	$	(39,572	)

Net realized and unrealized gain (loss)	$	(246,751	)	$	207,474		$	424,806		$	(1,680	)	$	383,849
Net income (loss)	$	(253,830	)	$	200,131		$	412,530		$	(14,554	)	$	344,277
Net increase (decrease) in net asset value per share	$	(1.73	)	$	2.00		$	2.81		$	(0.10	)	$	2.98

-7-

PROSHARES ULTRASHORT YEN


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(569,225	)	$	(529,790	)	$	(495,697	)	$	(589,982	)	$	(2,184,694	)

Net realized and unrealized gain (loss)	$	38,296,324		$	(19,396,894	)	$	(11,472,269	)	$	62,408,535		$	69,835,696
Net income (loss)	$	37,727,099		$	(19,926,684	)	$	(11,967,966	)	$	61,818,553		$	67,651,002
Net increase (decrease) in net asset value per share	$	6.09		$	(3.52	)	$	(2.23	)	$	9.46		$	9.80

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(586,442	)	$	(789,356	)	$	(701,439	)	$	(564,897	)	$	(2,642,134	)

Net realized and unrealized gain (loss)	$	15,715,806		$	(23,729,396	)	$	(29,515,199	)	$	(733,872	)	$	(38,262,661	)
Net income (loss)	$	15,129,364		$	(24,518,752	)	$	(30,216,638	)	$	(1,298,769	)	$	(40,904,795	)
Net increase (decrease) in net asset value per share*	$	1.78		$	(3.40	)	$	(4.06	)	$	(0.38	)	$	(6.06	)

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(341,612	)	$	(933,216	)	$	(1,045,175	)	$	(681,643	)	$	(3,001,646	)

Net realized and unrealized gain (loss)	$	(152,856,089	)	$	(85,292,129	)	$	(259,596,838	)	$	(8,539,707	)	$	(506,284,763	)
Net income (loss)	$	(153,197,701	)	$	(86,225,345	)	$	(260,642,013	)	$	(9,221,350	)	$	(509,286,409	)
Net increase (decrease) in net asset value per share*	$	116.81		$	(761.65	)	$	(65.82	)	$	(10.26	)	$	(720.92	)


	October 3, 2011 (Commencement of Operations) through December 31, 2011
Net investment income (loss)	$	(16,778	)

Net realized and unrealized gain (loss)	$	(4,287,543	)
Net income (loss)	$	(4,304,321	)
Net increase (decrease) in net asset value per share*	$	(27.65	)

-8-

PROSHARES VIX SHORT-TERM FUTURES ETF


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(141,555	)	$	(306,475	)	$	(293,913	)	$	(311,169	)	$	(1,053,112	)

Net realized and unrealized gain (loss)	$	(60,075,627	)	$	(8,326,725	)	$	(72,595,794	)	$	(18,590,574	)	$	(159,588,720	)
Net income (loss)	$	(60,217,182	)	$	(8,633,200	)	$	(72,889,707	)	$	(18,901,743	)	$	(160,641,832	)
Net increase (decrease) in net asset value per share	$	(40.87	)	$	(3.49	)	$	(13.01	)	$	(2.21	)	$	(59.58	)

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(24,184	)	$	(100,295	)	$	(74,409	)	$	(83,681	)	$	(282,569	)

Net realized and unrealized gain (loss)	$	(2,832,809	)	$	(14,411,348	)	$	32,342,992		$	(12,941,321	)	$	2,157,514
Net income (loss)	$	(2,856,993	)	$	(14,511,643	)	$	32,268,583		$	(13,025,002	)	$	1,874,945
Net increase (decrease) in net asset value per share	$	(15.93	)	$	(18.60	)	$	70.12		$	(39.22	)	$	(3.63	)

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(54,031	)	$	(95,652	)	$	(123,735	)	$	(164,281	)	$	(437,699	)

Net realized and unrealized gain (loss)	$	7,673,494		$	(3,010,050	)	$	10,124,237		$	(3,056,413	)	$	11,731,268
Net income (loss)	$	7,619,463		$	(3,105,702	)	$	10,000,502		$	(3,220,694	)	$	11,293,569
Net increase (decrease) in net asset value per share*	$	23.62		$	(4.21	)	$	22.77		$	(1.92	)	$	40.26


	October 3, 2011 (Commencement of Operations) through December 31, 2011
Net investment income (loss)	$	(16,333	)
Net realized and unrealized gain (loss)	$	1,446,017
Net income (loss)	$	1,429,684
Net increase (decrease) in net asset value per share*	$	11.73

PROSHARES VIX MID-TERM FUTURES ETF


	Three months ended (unaudited)
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			Year ended December 31, 2012
Net investment income (loss)	$	(204,860	)	$	(209,003	)	$	(189,842	)	$	(182,462	)	$	(786,167	)

Net realized and unrealized gain (loss)	$	(27,455,589	)	$	1,693,852		$	(27,514,173	)	$	(17,314,672	)	$	(70,590,582	)
Net income (loss)	$	(27,660,449	)	$	1,484,849		$	(27,704,015	)	$	(17,497,134	)	$	(71,376,749	)
Net increase (decrease) in net asset value per share	$	(18.19	)	$	(0.91	)	$	(13.53	)	$	(6.81	)	$	(39.44	)

	Three months ended (unaudited)
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			Year ended December 31, 2011
Net investment income (loss)	$	(11,309	)	$	(20,454	)	$	(26,403	)	$	(58,955	)	$	(117,121	)

Net realized and unrealized gain (loss)	$	(770,972	)	$	(1,503,703	)	$	4,607,535		$	(8,965,291	)	$	(6,632,431	)
Net income (loss)	$	(782,281	)	$	(1,524,157	)	$	4,581,132		$	(9,024,246	)	$	(6,749,552	)
Net increase (decrease) in net asset value per share	$	(12.61	)	$	(5.63	)	$	27.81		$	(15.43	)	$	(5.86	)

-9-

See the Index to Financial Statements on Page F-1 for a list of the financial statements being filed as part of this Annual Report on Form 10-K. Those Financial Statements, and the notes and schedules related thereto, are incorporated by reference into this Item 8.

*	See Note 1 of the Notes to Financial Statements in Item 15 of Part IV in this Annual Report on Form 10-K.

-10-

Part IV

Item 15. Exhibits and Financial Statement Schedules.

Financial Statement Schedules

See the Index to Financial Statements on Page F-1 for a list of the financial statements being filed as part of this Annual Report on Form 10-K. Schedules may have been omitted since they are either not required, not applicable, or the information has otherwise been included.


Exhibit No.		Description of Document

4.1		Trust Agreement of ProShares Trust II (1)

4.2		Amended and Restated Trust Agreement of ProShares Trust II (2)

4.2.1		Amended and Restated Trust Agreement of ProShares Trust II (3)

4.3		Form of Authorized Participant Agreement (4)

10.1		Form of Sponsor Agreement (2)

10.2		Form of Administration and Transfer Agency Services Agreement (4)

10.3		Form of Custodian Agreement (5)

10.4		Form of Distribution Agreement (4)

10.5		Form of Futures Account Agreement (4)

23.1		Consent of Independent Registered Public Accounting Firm (6)

31.1		Certification by Principal Executive Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (6)

31.2		Certification by Principal Financial Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (6)

32.1		Certification by Principal Executive Officer of the Trust Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7)

32.2		Certification by Principal Financial Officer of the Trust Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7)

101.INS		XBRL Instance Document (8)

101.SCH		XBRL Taxonomy Extension Schema (8)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase (8)

101.DEF		XBRL Taxonomy Extension Definition Linkbase (8)

101.LAB		XBRL Taxonomy Extension Label Linkbase (8)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase (8)

(1)	Incorporated by reference to the Trust’s Registration Statement, filed on October 18, 2007.

(2)	Incorporated by reference to the Trust’s Registration Statement, filed on August 15, 2008.

(3)	Incorporated by reference to the Trust’s Registration Statement, filed on September 18, 2008.

(4)	Incorporated by reference to the Trust’s Registration Statement, filed on November 17, 2008.

(5)	Incorporated by reference to the Trust’s Registration Statement, filed on October 22, 2008.

(6)	Filed herewith.

(7)	Furnished herewith.

(8)	Previously filed or furnished as an Exhibit to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on March 1, 2013.

-11-

ProShares Trust II

Financial Statements as of December 31, 2012

Index


Documents	Page
Report of Independent Registered Public Accounting Firm		F-2
Statements of Financial Condition, Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity and Statements of Cash Flows:
ProShares Ultra DJ-UBS Commodity		F-4
ProShares UltraShort DJ-UBS Commodity		F-10
ProShares Ultra DJ-UBS Crude Oil		F-16
ProShares UltraShort DJ-UBS Crude Oil		F-22
ProShares Ultra DJ-UBS Natural Gas		F-28
ProShares UltraShort DJ-UBS Natural Gas		F-34
ProShares Ultra Gold		F-40
ProShares UltraShort Gold		F-46
ProShares Ultra Silver		F-52
ProShares UltraShort Silver		F-58
ProShares Ultra Australian Dollar		F-64
ProShares UltraShort Australian Dollar		F-69
ProShares Ultra Euro		F-74
ProShares Short Euro		F-80
ProShares UltraShort Euro		F-85
ProShares UltraPro Short Euro		F-91
ProShares Ultra Yen		F-92
ProShares UltraShort Yen		F-98
ProShares Ultra VIX Short-Term Futures ETF		F-104
ProShares VIX Short-Term Futures ETF		F-110
ProShares Short VIX Short-Term Futures ETF		F-116
ProShares VIX Mid-Term Futures ETF		F-122
ProShares Managed Futures Strategy		F-128
ProShares Commodity Managed Futures Strategy		F-129
ProShares Trust II		F-130
Notes to Financial Statements		F-134

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders of ProShares Trust II

In our opinion, the accompanying combined and individual statements of financial condition, including the schedule of investments, and the related combined and, with respect to the individual funds designated with (a), (b), (c) and (e) in the listing below, individual statements of operations, of changes in shareholders’ equity and of cash flows, present fairly, in all material respects, the combined financial position of the ProShares Trust II as of December 31, 2012 and 2011, and the individual financial positions of each of the following twenty-four funds comprising the ProShares Trust II:


ProShares Ultra DJ-UBS Commodity (a)		ProShares Short Euro (c)
ProShares Ultra Short DJ-UBS Commodity (a)		ProShares Ultra Short Euro (a)
ProShares Ultra DJ-UBS Crude Oil (a)		ProShares Ultra ProShort Euro (d)
ProShares Ultra Short DJ-UBS Crude Oil (a)		ProShares Ultra Yen (a)
ProShares Ultra DJ-UBS Natural Gas (b)		ProShares Ultra Short Yen (a)
ProShares Ultra DJ-UBS Short Natural Gas (b)		ProShares Ultra VIX Short-Term Futures ETF (b)
ProShares Ultra Gold (a)		ProShares VIX Short-Term Futures ETF (e)
ProShares Ultra Short Gold (a)		ProShares Short VIX Short-Term Futures ETF (b)
ProShares Ultra Silver (a)		ProShares VIX Mid-Term Futures ETF (e)
ProShares Ultra Short Silver (a)		ProShares Managed Futures Strategy (f)
ProShares Ultra Australian Dollar (c)		ProShares Commodity Managed Futures Strategy (f)
ProShares UltraShort Australian Dollar (c)

ProShares Ultra Euro (a)		ProShares Trust II (“combined”) (a)

(a)

A Statement of Financial Condition, including the schedule of investments, is presented as of December 31, 2012 and 2011, and the results of operations, of changes in shareholders’ equity and of cash flows are presented for each of the three years in the period ended December 31, 2012.

(b)

A Statement of Financial Condition, including the schedule of investments, is presented as of December 31, 2012 and 2011, and the results of operations , of changes in shareholders’ equity and of cash flows are presented for the year ended December 31, 2012 and for the period from April 5, 2011 (inception) through December 31, 2011.

(c)

A Statement of Financial Condition is presented as of December 31, 2012 and 2011, the schedule of investments is presented as of December 31, 2012, and the results of operations, of changes in shareholders’ equity and of cash flows are presented for the year ended December 31, 2012.

(d)

Fund has not commenced operations and only a Statement of Financial Condition is presented as of December 31, 2012.

(e)

(f)

Fund has not commenced operations and only a Statement of Financial Condition is presented as of December 31, 2012 and 2011.

(collectively, the “Trust”) at December 31, 2012, and with respect to the individual funds designated with (a), (b), (c), (e), and (f) also as of December 31, 2011, and the combined and, with respect to the individual funds designated with (a), (b), (c) and (e), individual results of their operations and their cash flows, for the respective periods in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the combined Trust and each of the individual funds maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Trust’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the combined Trust and each of the individual fund financial statements and on the combined Trust’s and each of the individual fund’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

F-2

A trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A trust’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the trust; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the trust are being made only in accordance with authorizations of management and directors of the trust; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the trust’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

March 1, 2013

F-3

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	167,546	$	59,453
Short-term U.S. government and agency obligations (Note 3) (cost $6,240,818 and $9,713,956, respectively)		6,240,951		9,713,685

Total assets		6,408,497		9,773,138

Liabilities and shareholders’ equity
Liabilities
Management fee payable		5,018		7,432
Unrealized depreciation on swap agreements		306,268		707,177

Total liabilities		311,286		714,609

Shareholders’ equity
Shareholders’ equity		6,097,211		9,058,529

Total liabilities and shareholders’ equity	$	6,408,497	$	9,773,138

Shares outstanding		250,014		350,014

Net asset value per share	$	24.39	$	25.88

Market value per share (Note 2)	$	23.93	$	25.64

See accompanying notes to financial statements.

F-4

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(102% of shareholders’ equity)
U.S. Treasury Bills:
0.095% due 01/03/13	$	2,914,000	$	2,913,998
0.092% due 01/10/13†		2,530,000		2,529,983
0.118% due 02/14/13†		505,000		504,982
0.086% due 02/21/13†		292,000		291,988

Total short-term U.S. government and agency obligations (cost $6,240,818)			$	6,240,951

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	01/07/13	$	7,780,320	$	(198,117	)
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	01/07/13		4,411,987		(108,151	)

				$	(306,268	)

†	All or partial amount segregated as collateral for swap agreements.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

F-5

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(107% of shareholders’ equity)
U.S. Treasury Bills:
0.020% due 01/12/12†	$	772,000	$	771,999
0.005% due 02/02/12†		1,475,000		1,474,995
0.002% due 02/09/12†		1,937,000		1,936,982
0.000% due 03/08/12†		2,115,000		2,114,928
0.003% due 04/05/12		3,285,000		3,284,797
0.011% due 05/10/12		130,000		129,984

Total short-term U.S. government and agency obligations (cost $9,713,956)			$	9,713,685

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	01/06/12	$	5,196,523	$	(191,581	)
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	01/06/12		12,943,342		(515,596	)

				$	(707,177	)

†	All or partial amount segregated as collateral for swap agreements.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

F-6

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	4,965		$	10,504		$	21,655

Expenses
Management fee		78,449			156,105			123,162

Total expenses		78,449			156,105			123,162

Net investment income (loss)		(73,484	)		(145,601	)		(101,507	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(536,107	)		(2,051,498	)		2,383,511
Short-term U.S. government and agency obligations		—			197			1,105

Net realized gain (loss)		(536,107	)		(2,051,301	)		2,384,616

Change in net unrealized appreciation/depreciation on
Swap agreements		400,909			(2,462,927	)		577,782
Short-term U.S. government and agency obligations		404			(727	)		1,624

Change in net unrealized appreciation/depreciation		401,313			(2,463,654	)		579,406

Net realized and unrealized gain (loss)		(134,794	)		(4,514,955	)		2,964,022

Net income (loss)	$	(208,278	)	$	(4,660,556	)	$	2,862,515

Net income (loss) per weighted-average share	$	(0.65	)	$	(9.75	)	$	5.83

Weighted-average shares outstanding		320,779			478,096			491,384

See accompanying notes to financial statements.

F-7

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	9,058,529		$	18,186,658		$	19,743,932
Addition of 0, 50,000 and 400,000 shares, respectively		—			1,782,755			10,478,092
Redemption of 100,000, 200,000 and 600,000 shares, respectively		(2,753,040	)		(6,250,328	)		(14,897,881	)

Net addition (redemption) of (100,000), (150,000) and (200,000) shares, respectively		(2,753,040	)		(4,467,573	)		(4,419,789	)

Net investment income (loss)		(73,484	)		(145,601	)		(101,507	)
Net realized gain (loss)		(536,107	)		(2,051,301	)		2,384,616
Change in net unrealized appreciation/depreciation		401,313			(2,463,654	)		579,406

Net income (loss)		(208,278	)		(4,660,556	)		2,862,515

Shareholders’ equity, end of period	$	6,097,211		$	9,058,529		$	18,186,658

See accompanying notes to financial statements.

F-8

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	(208,278	)	$	(4,660,556	)	$	2,862,515
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net sale (purchase) of short-term U.S. government and agency obligations		3,473,138			6,712,239			2,078,025
Change in unrealized appreciation/depreciation on investments		(401,313	)		2,463,654			(579,406	)
Increase (Decrease) in management fee payable		(2,414	)		(6,054	)		(1,714	)

Net cash provided by (used in) operating activities		2,861,133			4,509,283			4,359,420

Cash flow from financing activities
Proceeds from addition of shares		—			1,782,755			10,478,092
Payment on shares redeemed		(2,753,040	)		(6,250,328	)		(14,897,881	)

Net cash provided by (used in) financing activities		(2,753,040	)		(4,467,573	)		(4,419,789	)

Net increase (decrease) in cash		108,093			41,710			(60,369	)
Cash, beginning of period		59,453			17,743			78,112

Cash, end of period	$	167,546		$	59,453		$	17,743

See accompanying notes to financial statements.

F-9

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	296,119	$	9,060
Short-term U.S. government and agency obligations (Note 3) (cost $2,803,598 and $8,534,904, respectively)		2,803,904		8,534,690
Unrealized appreciation on swap agreements		148,502		570,751

Total assets		3,248,525		9,114,501

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,560		7,355

Total liabilities		2,560		7,355

Shareholders’ equity
Shareholders’ equity		3,245,965		9,107,146

Total liabilities and shareholders’ equity	$	3,248,525	$	9,114,501

Shares outstanding		59,997		159,997

Net asset value per share (Note 1)	$	54.10	$	56.92

Market value per share (Note 1) (Note 2)	$	51.64	$	56.19

See accompanying notes to financial statements.

F-10

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(86% of shareholders’ equity)
U.S. Treasury Bills:
0.095% due 01/03/13	$	147,000	$	147,000
0.126% due 02/14/13†		2,498,000		2,497,911
0.086% due 02/21/13†		159,000		158,993

Total short-term U.S. government and agency obligations (cost $2,803,598)			$	2,803,904

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	01/07/13	$	(4,729,704	)	$	104,181
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	01/07/13		(1,763,052	)		44,321

					$	148,502

†	All or partial amount segregated as collateral for swap agreements.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

F-11

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(94% of shareholders’ equity)
U.S. Treasury Bills:
0.021% due 01/12/12	$	413,000	$	412,999
0.016% due 01/19/12		140,000		140,000
0.005% due 02/02/12		612,000		611,998
0.002% due 02/09/12†		4,803,000		4,802,956
0.002% due 04/05/12		791,000		790,951
0.011% due 05/10/12†		1,776,000		1,775,786

Total short-term U.S. government and agency obligations (cost $8,534,904)			$	8,534,690

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	01/06/12	$	(4,515,910	)	$	164,949
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	01/06/12		(13,710,640	)		405,802

					$	570,751

†	All or partial amount segregated as collateral for swap agreements.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

F-12

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	3,017		$	3,661		$	3,775

Expenses
Management fee		50,766			136,814			28,279

Total expenses		50,766			136,814			28,279

Net investment income (loss)		(47,749	)		(133,153	)		(24,504	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		761,879			(3,511,808	)		(691,056	)
Short-term U.S. government and agency obligations		62			1,755			29

Net realized gain (loss)		761,941			(3,510,053	)		(691,027	)

Change in net unrealized appreciation/depreciation on
Swap agreements		(422,249	)		734,901			52,455
Short-term U.S. government and agency obligations		520			(273	)		205

Change in net unrealized appreciation/depreciation		(421,729	)		734,628			52,660

Net realized and unrealized gain (loss)		340,212			(2,775,425	)		(638,367	)

Net income (loss)	$	292,463		$	(2,908,578	)	$	(662,871	)

Net income (loss) per weighted-average share (Note 1)	$	3.00		$	(9.57	)	$	(16.89	)

Weighted-average shares outstanding (Note 1)		97,565			303,998			39,236

See accompanying notes to financial statements.

F-13

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	9,107,146		$	1,440,073		$	2,924,426
Addition of 0, 1,780,000 and 50,000 shares, respectively (Note 1)		—			84,549,839			3,976,994
Redemption of 100,000, 1,650,006 and 60,000 shares, respectively (Note 1)		(6,153,644	)		(73,974,188	)		(4,798,476	)

Net addition (redemption) of shares (100,000), 129,994 and (10,000) shares, respectively (Note 1)		(6,153,644	)		10,575,651			(821,482	)

Net investment income (loss)		(47,749	)		(133,153	)		(24,504	)
Net realized gain (loss)		761,941			(3,510,053	)		(691,027	)
Change in net unrealized appreciation/depreciation		(421,729	)		734,628			52,660

Net income (loss)		292,463			(2,908,578	)		(662,871	)

Shareholders’ equity, end of period	$	3,245,965		$	9,107,146		$	1,440,073

See accompanying notes to financial statements.

F-14

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	292,463		$	(2,908,578	)	$	(662,871	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		—			—			485,000
Net sale (purchase) of short-term U.S. government and agency obligations		5,731,306			(6,940,121	)		973,504
Change in unrealized appreciation/depreciation on investments		421,729			(734,628	)		(52,660	)
Increase (Decrease) in management fee payable		(4,795	)		6,082			(1,220	)

Net cash provided by (used in) operating activities		6,440,703			(10,577,245	)		741,753

Cash flow from financing activities
Proceeds from addition of shares		—			84,549,839			3,976,994
Payment on shares redeemed		(6,153,644	)		(73,974,188	)		(4,798,476	)

Net cash provided by (used in) financing activities		(6,153,644	)		10,575,651			(821,482	)

Net increase (decrease) in cash		287,059			(1,594	)		(79,729	)
Cash, beginning of period		9,060			10,654			90,383

Cash, end of period	$	296,119		$	9,060		$	10,654

See accompanying notes to financial statements.

F-15

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	2,198,932	$	495,671
Segregated cash balances with brokers for futures contracts		23,356,627		14,202,793
Short-term U.S. government and agency obligations (Note 3) (cost $437,644,628 and $246,926,093, respectively)		437,662,650		246,919,569
Unrealized appreciation on swap agreements		33,333,620		—
Receivable on open futures contracts		3,430,415		—

Total assets		499,982,244		261,618,033

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		16,071,243		—
Management fee payable		402,037		215,315
Unrealized depreciation on swap agreements		—		10,007,396

Total liabilities		16,473,280		10,222,711

Shareholders’ equity
Shareholders’ equity		483,508,964		251,395,322

Total liabilities and shareholders’ equity	$	499,982,244	$	261,618,033

Shares outstanding		16,449,170		6,149,170

Net asset value per share (Note 1)	$	29.39	$	40.88

Market value per share (Note 1) (Note 2)	$	29.32	$	40.94

See accompanying notes to financial statements.

F-16

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations (91% of shareholders’ equity)
U.S. Treasury Bills:
0.095% due 01/03/13	$	144,182,000	$	144,181,919
0.086% due 01/10/13†		12,362,000		12,361,918
0.100% due 01/31/13†		17,785,000		17,784,498
0.101% due 02/07/13†		104,961,000		104,957,860
0.111% due 02/14/13†		88,118,000		88,114,843
0.022% due 02/21/13†		33,883,000		33,881,588
0.077% due 03/28/13		9,851,000		9,850,186
0.066% due 04/18/13		2,900,000		2,899,402
0.061% due 04/25/13†		23,636,000		23,630,436

Total short-term U.S. government and agency obligations (cost $437,644,628)			$	437,662,650

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires March 2013		4,378	$	403,958,060	$	21,960,410

Swap Agreements^


	Termination Date		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Subindex		01/07/13	$	232,506,653	$	14,334,730
Swap agreement with Societe Generale S.A. based on Dow Jones- UBS WTI Crude Oil Subindex		01/07/13		128,396,742		8,989,866
Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Subindex		01/07/13		202,152,019		10,009,024

					$	33,333,620

†	All or partial amount segregated as collateral for swap agreements.

††	Cash collateral in the amount of $23,356,627 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

F-17

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations (98% of shareholders’ equity)
U.S. Treasury Bills:
0.000% due 02/09/12	$	10,138,000	$	10,137,907
0.003% due 02/16/12		182,000		181,998
0.000% due 03/01/12		25,000,000		24,999,435
0.001% due 03/08/12†		65,520,000		65,517,779
0.002% due 03/15/12†		28,283,000		28,281,931
0.004% due 03/22/12†		50,862,000		50,859,879
0.003% due 04/05/12		33,042,000		33,039,954
0.010% due 04/12/12†		31,300,000		31,300,000
0.011% due 05/10/12†		2,601,000		2,600,686

Total short-term U.S. government and agency obligations (cost $246,926,093)			$	246,919,569

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires March 2012		2,226	$	220,374,000	$	(1,365,330	)

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Crude Oil Sub-Index	01/06/12	$	87,399,278	$	(3,467,478	)
Swap agreement with Societe Generale S.A. based on Dow Jones-UBS Crude Oil Sub-Index	01/06/12		52,229,440		(1,831,552	)
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index	01/06/12		142,861,248		(4,708,366	)

				$	(10,007,396	)

†	All or partial amount segregated as collateral for swap agreements.

††	Cash collateral in the amount of $14,202,793 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

F-18

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	240,162		$	159,287		$	452,166

Expenses
Management fee		3,400,756			3,243,051			3,172,821
Brokerage commissions		87,836			102,605			146,782

Total expenses		3,488,592			3,345,656			3,319,603

Net investment income (loss)		(3,248,430	)		(3,186,369	)		(2,867,437	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(28,210,259	)		36,556,166			60,942,921
Swap agreements		(55,851,708	)		73,825,809			90,323,497
Short-term U.S. government and agency obligations		12,852			14,119			58,758

Net realized gain (loss)		(84,049,115	)		110,396,094			151,325,176

Change in net unrealized appreciation/depreciation on
Futures contracts		23,325,740			(6,778,090	)		(11,465,040	)
Swap agreements		43,341,016			(15,657,040	)		(15,479,432	)
Short-term U.S. government and agency obligations		24,546			(17,109	)		28,842

Change in net unrealized appreciation/depreciation		66,691,302			(22,452,239	)		(26,915,630	)

Net realized and unrealized gain (loss)		(17,357,813	)		87,943,855			124,409,546

Net income (loss)	$	(20,606,243	)	$	84,757,486		$	121,542,109

Net income (loss) per weighted-average share (Note 1)	$	(1.84	)	$	10.13		$	15.18

Weighted-average shares outstanding (Note 1)		11,187,012			8,370,067			8,007,606

See accompanying notes to financial statements.

F-19

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	251,395,322		$	228,133,077		$	323,819,670
Addition of 28,550,000, 29,625,000 and 29,262,500 shares, respectively (Note 1)		853,881,447			1,173,453,517			1,162,325,334
Redemption of 18,250,000, 28,038,334 and 31,112,500 shares, respectively (Note 1)		(601,161,562	)		(1,234,948,758	)		(1,379,554,036	)

Net addition (redemption) of 10,300,000, 1,586,666 and (1,850,000) shares, respectively (Note 1)		252,719,885			(61,495,241	)		(217,228,702	)

Net investment income (loss)		(3,248,430	)		(3,186,369	)		(2,867,437	)
Net realized gain (loss)		(84,049,115	)		110,396,094			151,325,176
Change in net unrealized appreciation/depreciation		66,691,302			(22,452,239	)		(26,915,630	)

Net income (loss)		(20,606,243	)		84,757,486			121,542,109

Shareholders’ equity, end of period	$	483,508,964		$	251,395,322		$	228,133,077

See accompanying notes to financial statements.

F-20

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	(20,606,243	)	$	84,757,486		$	121,542,109
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(9,153,834	)		(3,571,543	)		2,943,675
Net sale (purchase) of short-term U.S. government and agency obligations		(190,718,535	)		(2,541,758	)		78,659,989
Change in unrealized appreciation/depreciation on investments		(43,365,562	)		15,674,149			15,450,590
Decrease (Increase) in receivable on futures contracts		(3,430,415	)		3,035,150			(1,568,706	)
Increase (Decrease) in management fee payable		186,722			(1,007	)		(45,882	)

Net cash provided by (used in) operating activities		(267,087,867	)		97,352,477			216,981,775

Cash flow from financing activities
Proceeds from addition of shares		853,881,447			1,173,453,517			1,162,325,334
Payment on shares redeemed		(585,090,319	)		(1,271,215,481	)		(1,378,482,887	)

Net cash provided by (used in) financing activities		268,791,128			(97,761,964	)		(216,157,553	)

Net increase (decrease) in cash		1,703,261			(409,487	)		824,222
Cash, beginning of period		495,671			905,158			80,936

Cash, end of period	$	2,198,932		$	495,671		$	905,158

See accompanying notes to financial statements.

F-21

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	658,676	$	265,258
Segregated cash balances with brokers for futures contracts		4,401,374		9,078,683
Short-term U.S. government and agency obligations (Note 3) (cost $87,042,320 and $131,936,844, respectively)		87,046,389		131,934,193
Unrealized appreciation on swap agreements		—		2,645,240
Receivable from capital shares sold		4,031,477		—
Receivable on open futures contracts		—		576,597

Total assets		96,137,916		144,499,971

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		979,336		—
Management fee payable		70,254		110,078
Unrealized depreciation on swap agreements		5,607,060		—

Total liabilities		6,656,650		110,078

Shareholders’ equity
Shareholders’ equity		89,481,266		144,389,893

Total liabilities and shareholders’ equity	$	96,137,916	$	144,499,971

Shares outstanding		2,219,944		3,719,944

Net asset value per share (Note 1)	$	40.31	$	38.82

Market value per share (Note 1) (Note 2)	$	40.44	$	38.69

See accompanying notes to financial statements.

F-22

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(97% of shareholders’ equity)
U.S. Treasury Bills:
0.095% due 01/03/13	$	28,622,000	$	28,621,984
0.096% due 01/10/13†		9,012,000		9,011,940
0.105% due 01/31/13†		14,165,000		14,164,600
0.105% due 02/07/13†		937,000		936,972
0.118% due 02/14/13†		19,431,000		19,430,304
0.071% due 02/21/13†		5,758,000		5,757,760
0.077% due 03/28/13		6,391,000		6,390,472
0.061% due 04/25/13†		2,733,000		2,732,357

Total short-term U.S. government and agency obligations (cost $87,042,320)			$	87,046,389

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires March 2013		825	$	76,122,750	$	(4,029,721	)

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index	01/07/13	$	(37,668,290	)	$	(1,880,292	)
Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Subindex	01/07/13		(16,223,148	)		(1,730,366	)
Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	01/07/13		(48,930,885	)		(1,996,402	)

					$	(5,607,060	)

†	All or partial amount segregated as collateral for swap agreements.

††	Cash collateral in the amount of $4,401,374 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

F-23

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(91% of shareholders’ equity)
U.S. Treasury Bills:
0.021% due 01/12/12	$	9,408,000	$	9,407,992
0.016% due 01/19/12		5,172,000		5,171,991
0.016% due 01/26/12		6,095,000		6,094,983
0.005% due 02/02/12†		23,199,000		23,198,914
0.000% due 02/09/12†		15,591,000		15,590,857
0.006% due 02/16/12†		11,374,000		11,373,874
0.016% due 02/23/12†		8,425,000		8,424,890
(0.005)% due 03/15/12		1,440,000		1,439,946
0.002% due 03/22/12		21,204,000		21,203,116
0.003% due 04/05/12		21,320,000		21,318,680
0.011% due 05/10/12†		8,710,000		8,708,950

Total short-term U.S. government and agency obligations (cost $131,936,844)			$	131,934,193

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires March 2012		1,257	$	124,443,000	$	247,040

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Crude Oil Sub-Index	01/06/12	$	(52,221,393	)	$	(253,277	)
Swap agreement with Societe Generale S.A. based on Dow Jones-UBS Crude Oil Sub-Index	01/06/12		(90,137,702	)		2,596,598
Swap agreement with UBS AG based on Dow Jones-UBS Crude Oil Sub-Index	01/06/12		(22,019,770	)		301,919

					$	2,645,240

†	All or partial amount segregated as collateral for swap agreements.

††	Cash collateral in the amount of $9,078,683 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

F-24

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	75,194		$	70,449		$	115,372

Expenses
Management fee		1,121,597			1,228,633			842,206
Brokerage commissions		32,261			53,551			57,316

Total expenses		1,153,858			1,282,184			899,522

Net investment income (loss)		(1,078,664	)		(1,211,735	)		(784,150	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		16,109,009			11,024,364			2,313,487
Swap agreements		31,455,754			15,696,502			12,707,736
Short-term U.S. government and agency obligations		5,203			11,832			9,796

Net realized gain (loss)		47,569,966			26,732,698			15,031,019

Change in net unrealized appreciation/depreciation on
Futures contracts		(4,276,761	)		2,631,460			679,480
Swap agreements		(8,252,300	)		6,756,848			(3,129,119	)
Short-term U.S. government and agency obligations		6,720			(7,928	)		8,928

Change in net unrealized appreciation/depreciation		(12,522,341	)		9,380,380			(2,440,711	)

Net realized and unrealized gain (loss)		35,047,625			36,113,078			12,590,308

Net income (loss)	$	33,968,961		$	34,901,343		$	11,806,158

Net income (loss) per weighted-average share (Note 1)	$	11.32		$	12.25		$	8.49

Weighted-average shares outstanding (Note 1)		3,000,545			2,849,379			1,390,578

See accompanying notes to financial statements.

F-25

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	144,389,893		$	132,214,257		$	76,656,626

Addition of 5,900,000, 12,530,000 and 9,150,000 shares, respectively (Note 1)		230,873,903			544,053,277			569,014,790
Redemption of 7,400,000, 11,410,059 and 7,670,000 shares, respectively (Note 1)		(319,751,491	)		(566,778,984	)		(525,263,317	)

Net addition (redemption) of (1,500,000), 1,119,941 and 1,480,000 shares, respectively (Note 1)		(88,877,588	)		(22,725,707	)		43,751,473


Net investment income (loss)		(1,078,664	)		(1,211,735	)		(784,150	)
Net realized gain (loss)		47,569,966			26,732,698			15,031,019
Change in net unrealized appreciation/depreciation		(12,522,341	)		9,380,380			(2,440,711	)

Net income (loss)		33,968,961			34,901,343			11,806,158


Shareholders’ equity, end of period	$	89,481,266		$	144,389,893		$	132,214,257

See accompanying notes to financial statements.

F-26

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	33,968,961		$	34,901,343		$	11,806,158
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		4,677,309			(4,826,183	)		(89,775	)
Net sale (purchase) of short-term U.S. government and agency obligations		44,894,524			3,695,071			(69,132,956	)
Change in unrealized appreciation/depreciation on investments		8,245,580			(6,748,920	)		3,120,191
Decrease (Increase) in receivable on futures contracts		576,597			(576,597	)		—
Increase (Decrease) in management fee payable		(39,824	)		(7,199	)		49,073
Increase (Decrease) in payable on futures contracts		979,336			(1,140,144	)		(130,925	)

Net cash provided by (used in) operating activities		93,302,483			25,297,371			(54,378,234	)

Cash flow from financing activities
Proceeds from addition of shares		226,842,426			544,053,277			577,259,736
Payment on shares redeemed		(319,751,491	)		(573,092,737	)		(518,949,564	)

Net cash provided by (used in) financing activities		(92,909,065	)		(29,039,460	)		58,310,172

Net increase (decrease) in cash		393,418			(3,742,089	)		3,931,938
Cash, beginning of period		265,258			4,007,347			75,409

Cash, end of period	$	658,676		$	265,258		$	4,007,347

See accompanying notes to financial statements.

F-27

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	3,385,764	$	3,361,868
Segregated cash balances with brokers for futures contracts		10,264,090		725,409
Short-term U.S. government and agency obligations (Note 3) (cost $64,312,441 and $0, respectively)		64,313,224		—
Offering costs (Note 5)		—		20,150

Total assets		77,963,078		4,107,427

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		4,891,783		—
Management fee payable		51,925		1,454
Payable for offering costs		—		26,624

Total liabilities		4,943,708		28,078

Shareholders’ equity
Shareholders’ equity		73,019,370		4,079,349

Total liabilities and shareholders’ equity	$	77,963,078	$	4,107,427

Shares outstanding		1,869,941		40,002

Net asset value per share (Note 1)	$	39.05	$	101.98

Market value per share (Note 1) (Note 2)	$	39.24	$	101.35

See accompanying notes to financial statements.

F-28

PROSHARES ULTRA DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(88% of shareholders’ equity)
U.S. Treasury Bills:
0.095% due 01/03/13	$	934,000	$	934,000
0.087% due 01/10/13		10,170,000		10,169,932
0.102% due 02/07/13		3,849,000		3,848,885
0.104% due 02/14/13		3,103,000		3,102,889
0.048% due 02/21/13		26,359,000		26,357,902
0.077% due 03/28/13		1,410,000		1,409,883
0.066% due 04/18/13		2,987,000		2,986,384
0.059% due 04/25/13		15,507,000		15,503,349

Total short-term U.S. government and agency obligations (cost $64,312,441)			$	64,313,224

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires March 2013		4,340	$	146,041,000	$	(3,816,950	)

††	Cash collateral in the amount of $10,264,090 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

See accompanying notes to financial statements.

F-29

PROSHARES ULTRA DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires March 2012		271	$	8,173,360	$	(825,510	)

††	Cash collateral in the amount of $725,409 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

See accompanying notes to financial statements.

F-30

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012 AND PERIOD FROM APRIL 5, 2011 (INCEPTION)

TO DECEMBER 31, 2011


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Investment Income
Interest	$	30,397		$	—

Expenses
Management fee		404,318			1,454
Brokerage commissions		128,470			2,531
Offering costs		63,919			6,474

Total expenses		596,707			10,459

Net investment income (loss)		(566,310	)		(10,459	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(2,839,309	)		(1,481,685	)
Short-term U.S. government and agency obligations		4,126			(134	)

Net realized gain (loss)		(2,835,183	)		(1,481,819	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(2,991,440	)		(825,510	)
Short-term U.S. government and agency obligations		783			—

Change in net unrealized appreciation/depreciation		(2,990,657	)		(825,510	)

Net realized and unrealized gain (loss)		(5,825,840	)		(2,307,329	)

Net income (loss)	$	(6,392,150	)	$	(2,317,788	)

Net income (loss) per weighted-average share (Note 1)	$	(5.88	)	$	(100.96	)

Weighted-average shares outstanding (Note 1)		1,088,025			22,957

See accompanying notes to financial statements.

F-31

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2012 AND PERIOD FROM APRIL 5, 2011 (INCEPTION)

TO DECEMBER 31, 2011


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Shareholders’ equity, beginning of period	$	4,079,349		$	—

Addition of 2,930,000 and 40,002 shares, respectively (Note 1)		133,210,470			6,397,137
Redemption of 1,100,061 and 0 shares, respectively (Note 1)		(57,878,299	)		—

Net addition (redemption) of 1,829,939 and 40,002 shares, respectively (Note 1)		75,332,171			6,397,137


Net investment income (loss)		(566,310	)		(10,459	)
Net realized gain (loss)		(2,835,183	)		(1,481,819	)
Change in net unrealized appreciation/depreciation		(2,990,657	)		(825,510	)

Net income (loss)		(6,392,150	)		(2,317,788	)


Shareholders’ equity, end of period	$	73,019,370		$	4,079,349

See accompanying notes to financial statements.

F-32

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012 AND PERIOD FROM APRIL 5, 2011 (INCEPTION)

TO DECEMBER 31, 2011


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Cash flow from operating activities
Net income (loss)	$	(6,392,150	)	$	(2,317,788	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(9,538,681	)		(725,409	)
Net sale (purchase) of short-term U.S. government and agency obligations		(64,312,441	)		—
Change in unrealized appreciation/depreciation on investments		(783	)		—
Change in offering cost		20,150			(20,150	)
Increase (Decrease) in management fee payable		50,471			1,454
Increase (Decrease) in payable on futures contracts		4,891,783			—
Increase (Decrease) in payable for offering costs		(26,624	)		26,624

Net cash provided by (used in) operating activities		(75,308,275	)		(3,035,269	)

Cash flow from financing activities
Proceeds from addition of shares		133,210,470			6,397,137
Payment on shares redeemed		(57,878,299	)		—

Net cash provided by (used in) financing activities		75,332,171			6,397,137

Net increase (decrease) in cash		23,896			3,361,868
Cash, beginning of period		3,361,868			—

Cash, end of period	$	3,385,764		$	3,361,868

See accompanying notes to financial statements.

F-33

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	310,060	$	2,969,266
Segregated cash balances with brokers for futures contracts		1,795,030		1,439,775
Short-term U.S. government and agency obligations (Note 3) (cost $10,042,198 and $2,621,895, respectively)		10,042,731		2,621,684
Receivable on open futures contracts		632,777		123,128
Offering costs (Note 5)		—		20,150

Total assets		12,780,598		7,174,003

Liabilities and shareholders’ equity
Liabilities
Management fee payable		12,258		5,069
Payable for offering costs		—		26,624

Total liabilities		12,258		31,693

Shareholders’ equity
Shareholders’ equity		12,768,340		7,142,310

Total liabilities and shareholders’ equity	$	12,780,598	$	7,174,003

Shares outstanding		500,030		300,030

Net asset value per share (Note 1)	$	25.54	$	23.81

Market value per share (Note 1) (Note 2)	$	25.41	$	23.96

See accompanying notes to financial statements.

F-34

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(79% of shareholders’ equity)
U.S. Treasury Bills:
0.095% due 01/03/13	$	2,387,000	$	2,386,998
0.090% due 01/10/13		36,000		36,000
0.100% due 01/31/13		1,634,000		1,633,954
0.104% due 02/07/13		2,406,000		2,405,928
0.078% due 02/21/13		3,580,000		3,579,851

Total short-term U.S. government and agency obligations (cost $10,042,198)			$	10,042,731

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires March 2013		759	$	25,540,350	$	409,135

††	Cash collateral in the amount of $1,795,030 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

See accompanying notes to financial statements.

F-35

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(37% of shareholders’ equity)
U.S. Treasury Bills:
0.011% due 05/10/12	$	2,622,000	$	2,621,684

Total short-term U.S. government and agency obligations (cost $2,621,895)			$	2,621,684

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires March 2012		474	$	14,295,840	$	1,381,010

††	Cash collateral in the amount of $1,439,775 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

See accompanying notes to financial statements.

F-36

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012 AND

FOR THE PERIOD FROM APRIL 5, 2011 (INCEPTION) TO DECEMBER 31, 2011


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Investment Income
Interest	$	7,994		$	13

Expenses
Management fee		76,306			5,069
Brokerage commissions		64,176			4,082
Offering costs		63,919			6,474

Total expenses		204,401			15,625

Net investment income (loss)		(196,407	)		(15,612	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		1,212,600			1,776,461
Short-term U.S. government and agency obligations		395			(138	)

Net realized gain (loss)		1,212,995			1,776,323

Change in net unrealized appreciation/depreciation on
Futures contracts		(971,875	)		1,381,010
Short-term U.S. government and agency obligations		744			(211	)

Change in net unrealized appreciation/depreciation		(971,131	)		1,380,799

Net realized and unrealized gain (loss)		241,864			3,157,122

Net income (loss)	$	45,457		$	3,141,510

Net income (loss) per weighted-average share (Note 1)	$	0.09		$	10.47

Weighted-average shares outstanding (Note 1)		504,538			300,030

See accompanying notes to financial statements.

F-37

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2012 AND

FOR THE PERIOD FROM APRIL 5, 2011 (INCEPTION) TO DECEMBER 31, 2011


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Shareholders’ equity, beginning of period	$	7,142,310		$	—

Addition of 1,050,000 and 300,030 shares, respectively (Note 1)		33,115,715			4,000,800
Redemption of 850,000 and 0 shares, respectively (Note 1)		(27,535,142	)		—

Net addition (redemption) of 200,000 and 300,030 shares, respectively (Note 1)		5,580,573			4,000,800


Net investment income (loss)		(196,407	)		(15,612	)
Net realized gain (loss)		1,212,995			1,776,323
Change in net unrealized appreciation/depreciation		(971,131	)		1,380,799

Net income (loss)		45,457			3,141,510


Shareholders’ equity, end of period	$	12,768,340		$	7,142,310

See accompanying notes to financial statements.

F-38

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012 AND

FOR THE PERIOD FROM APRIL 5, 2011 (INCEPTION) TO DECEMBER 31, 2011


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Cash flow from operating activities
Net income (loss)	$	45,457		$	3,141,510
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(355,255	)		(1,439,775	)
Net sale (purchase) of short-term U.S. government and agency obligations		(7,420,303	)		(2,621,895	)
Change in unrealized appreciation/depreciation on investments		(744	)		211
Decrease (Increase) in receivable on futures contracts		(509,649	)		(123,128	)
Change in offering cost		20,150			(20,150	)
Increase (Decrease) in management fee payable		7,189			5,069
Increase (Decrease) in payable for offering costs		(26,624	)		26,624

Net cash provided by (used in) operating activities		(8,239,779	)		(1,031,534	)

Cash flow from financing activities
Proceeds from addition of shares		33,115,715			4,000,800
Payment on shares redeemed		(27,535,142	)		—

Net cash provided by (used in) financing activities		5,580,573			4,000,800

Net increase (decrease) in cash		(2,659,206	)		2,969,266
Cash, beginning of period		2,969,266			—

Cash, end of period	$	310,060		$	2,969,266

See accompanying notes to financial statements.

F-39

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	342,345	$	400,533
Segregated cash balances with brokers for futures contracts		14,850		22,950
Short-term U.S. government and agency obligations (Note 3) (cost $350,608,755 and $399,322,327, respectively)		350,624,904		399,317,740
Receivable from capital shares sold		—		7,796,997
Receivable on open futures contracts		3,980		540

Total assets		350,986,079		407,538,760

Liabilities and shareholders’ equity
Liabilities
Management fee payable		279,269		303,120
Unrealized depreciation on forward agreements		15,652,058		80,836,280

Total liabilities		15,931,327		81,139,400

Shareholders’ equity
Shareholders’ equity		335,054,752		326,399,360

Total liabilities and shareholders’ equity	$	350,986,079	$	407,538,760

Shares outstanding		4,000,014		4,300,014

Net asset value per share	$	83.76	$	75.91

Market value per share (Note 2)	$	85.34	$	79.01

See accompanying notes to financial statements.

F-40

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(105% of shareholders’ equity)
U.S. Treasury Bills:
0.096% due 01/03/13	$	146,333,000	$	146,332,918
0.087% due 01/10/13†		45,695,000		45,694,696
0.106% due 02/14/13†		153,832,000		153,826,489
0.090% due 02/21/13†		4,771,000		4,770,801

Total short-term U.S. government and agency obligations (cost $350,608,755)			$	350,624,904

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires February 2013		2	$	335,160	$	(15,240	)

Forward Agreements^


	Settlement Date	Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Forward agreements with Deutsche Bank AG based on 0.995 Fine Troy Ounce Gold	01/07/13	$	120,800	$	200,241,704	$	(4,622,873	)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	01/07/13		91,420		151,540,535		(3,678,367	)
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold	01/07/13		98,400		163,110,792		(3,715,989	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	01/07/13		93,400		154,822,642		(3,634,829	)

						$	(15,652,058	)

†	All or partial amount segregated as collateral for forward agreements.

††	Cash collateral in the amount of $14,850 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

F-41

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(122% of shareholders’ equity)
U.S. Treasury Bills:
0.021% due 01/12/12	$	20,709,000	$	20,708,983
0.016% due 01/19/12†		39,270,000		39,269,933
0.016% due 01/26/12		26,463,000		26,462,929
0.005% due 02/02/12		31,328,000		31,327,884
0.001% due 02/09/12†		46,596,000		46,595,571
0.003% due 02/16/12†		50,000,000		49,999,445
0.000% due 03/01/12†		20,000,000		19,999,548
0.002% due 03/08/12†		20,000,000		19,999,322
0.000% due 03/15/12†		16,433,000		16,432,379
0.005% due 03/22/12†		81,232,000		81,228,613
0.002% due 04/05/12		2,353,000		2,352,854
0.010% due 04/12/12†		30,671,000		30,671,000
0.011% due 05/10/12†		14,271,000		14,269,279

Total short-term U.S. government and agency obligations (cost $399,322,327)			$	399,317,740

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires February 2012		2	$	313,360	$	(41,660	)

Forward Agreements^


	Settlement Date	Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	01/06/12	$	122,620	$	187,753,292	$	(23,233,998	)
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold	01/06/12		13,600		20,824,025		(2,297,693	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	01/06/12		289,900		443,889,082		(55,304,589	)

						$	(80,836,280	)

†	All or partial amount segregated as collateral for forward agreements.

††	Cash collateral in the amount of $22,950 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

F-42

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	242,432		$	146,143		$	271,540

Expenses
Management fee		3,411,655			3,118,702			1,863,659
Brokerage commissions		42			2,927			3,806

Total expenses		3,411,697			3,121,629			1,867,465

Net investment income (loss)		(3,169,265	)		(2,975,486	)		(1,595,925	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(7,480	)		1,874,338			1,766,498
Forward agreements		(33,585,416	)		98,213,726			74,670,736
Short-term U.S. government and agency obligations		3,264			2,234			7,467

Net realized gain (loss)		(33,589,632	)		100,090,298			76,444,701

Change in net unrealized appreciation/depreciation on
Futures contracts		26,420			(347,640	)		500,180
Forward agreements		65,184,222			(89,560,867	)		13,958,847
Short-term U.S. government and agency obligations		20,736			(12,664	)		10,998

Change in net unrealized appreciation/depreciation		65,231,378			(89,921,171	)		14,470,025

Net realized and unrealized gain (loss)		31,641,746			10,169,127			90,914,726

Net income (loss)	$	28,472,481		$	7,193,641		$	89,318,801

Net income (loss) per weighted-average share	$	6.90		$	1.87		$	24.67

Weighted-average shares outstanding		4,126,517			3,852,480			3,620,973

See accompanying notes to financial statements.

F-43

PROSHARES ULTRA GOLD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	326,399,360		$	259,562,075		$	156,476,709

Addition of 500,000, 1,350,000 and 1,800,000 shares, respectively		49,880,610			128,281,626			93,908,829
Redemption of 800,000, 800,000 and 1,600,000 shares, respectively		(69,697,699	)		(68,637,982	)		(80,142,264	)

Net addition (redemption) of (300,000), 550,000 and 200,000 shares, respectively		(19,817,089	)		59,643,644			13,766,565


Net investment income (loss)		(3,169,265	)		(2,975,486	)		(1,595,925	)
Net realized gain (loss)		(33,589,632	)		100,090,298			76,444,701
Change in net unrealized appreciation/depreciation		65,231,378			(89,921,171	)		14,470,025

Net income (loss)		28,472,481			7,193,641			89,318,801


Shareholders’ equity, end of period	$	335,054,752		$	326,399,360		$	259,562,075

See accompanying notes to financial statements.

F-44

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	28,472,481		$	7,193,641		$	89,318,801
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		8,100			444,825			13,062
Net sale (purchase) of short-term U.S. government and agency obligations		48,713,572			(150,079,747	)		(81,153,989	)
Change in unrealized appreciation/depreciation on investments		(65,204,958	)		89,573,531			(13,969,845	)
Decrease (Increase) in receivable on futures contracts		(3,440	)		60,290			(27,900	)
Increase (Decrease) in management fee payable		(23,851	)		98,922			54,319

Net cash provided by (used in) operating activities		11,961,904			(52,708,538	)		(5,765,552	)

Cash flow from financing activities
Proceeds from addition of shares		57,677,607			120,484,629			93,908,829
Payment on shares redeemed		(69,697,699	)		(68,637,982	)		(86,977,321	)

Net cash provided by (used in) financing activities		(12,020,092	)		51,846,647			6,931,508

Net increase (decrease) in cash		(58,188	)		(861,891	)		1,165,956
Cash, beginning of period		400,533			1,262,424			96,468

Cash, end of period	$	342,345		$	400,533		$	1,262,424

See accompanying notes to financial statements.

F-45

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	175,194	$	330,841
Segregated cash balances with brokers for futures contracts		14,850		17,770
Short-term U.S. government and agency obligations (Note 3) (cost $88,573,928 and $164,677,030, respectively)		88,575,398		164,673,175
Unrealized appreciation on forward agreements		3,729,856		33,401,358

Total assets		92,495,298		198,423,144

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		3,980		—
Management fee payable		74,576		124,573

Total liabilities		78,556		124,573

Shareholders’ equity
Shareholders’ equity		92,416,742		198,298,571

Total liabilities and shareholders’ equity	$	92,495,298	$	198,423,144

Shares outstanding		1,446,978		2,397,475

Net asset value per share (Note 1)	$	63.87	$	82.71

Market value per share (Note 1) (Note 2)	$	62.60	$	79.24

See accompanying notes to financial statements.

F-46

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(96% of shareholders’ equity)
U.S. Treasury Bills:
0.096% due 01/03/13	$	58,266,000	$	58,265,967
0.100% due 01/31/13†		15,118,000		15,117,574
0.118% due 02/14/13†		2,904,000		2,903,896
0.090% due 02/21/13†		4,411,000		4,410,816
0.061% due 04/25/13†		7,879,000		7,877,145

Total short-term U.S. government and agency obligations (cost $88,573,928)			$	88,575,398

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires February 2013		2	$	335,160	$	15,240

Forward Agreements^


	Settlement Date	Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Forward agreements with Deutsche Bank AG based on 0.995 Fine Troy Ounce Gold	01/07/13	$	(65,500	)	$	(108,574,765	)	$	2,389,236
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	01/07/13		(16,598	)		(27,513,343	)		452,059
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold	01/07/13		(13,400	)		(22,212,242	)		499,264
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	01/07/13		(15,850	)		(26,273,436	)		389,297

								$	3,729,856

†	All or partial amount segregated as collateral for forward agreements.

††	Cash collateral in the amount of $14,850 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

F-47

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(83% of shareholders’ equity)
U.S. Treasury Bills:
0.016% due 01/26/12	$	9,321,000	$	9,320,975
0.005% due 02/02/12		17,200,000		17,199,936
0.001% due 02/09/12		28,671,000		28,670,736
0.016% due 02/23/12		6,989,000		6,988,908
0.000% due 03/01/12		12,000,000		11,999,729
0.001% due 03/08/12†		22,699,000		22,698,231
0.000% due 03/15/12†		14,734,000		14,733,443
0.003% due 03/22/12†		37,957,000		37,955,417
0.003% due 04/05/12		10,597,000		10,596,344
0.011% due 05/10/12†		4,510,000		4,509,456

Total short-term U.S. government and agency obligations (cost $164,677,030)			$	164,673,175

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires February 2012		2	$	313,360	$	41,800

Forward Agreements^


	Settlement Date	Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	01/06/12	$	(41,898	)	$	(64,153,380	)	$	3,763,637
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold	01/06/12		(21,000	)		(32,154,744	)		1,668,871
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	01/06/12		(195,950	)		(300,034,721	)		27,968,850

								$	33,401,358

†	All or partial amount segregated as collateral for forward agreements.

††	Cash collateral in the amount of $17,770 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

F-48

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	76,519		$	51,785		$	103,561

Expenses
Management fee		1,182,691			1,092,472			693,428
Brokerage commissions		41			2,512			3,103

Total expenses		1,182,732			1,094,984			696,531

Net investment income (loss)		(1,106,213	)		(1,043,199	)		(592,970	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		7,600			(813,845	)		(847,406	)
Forward agreements		(10,075,098	)		(44,365,616	)		(36,923,353	)
Short-term U.S. government and agency obligations		1,849			1,157			3,292

Net realized gain (loss)		(10,065,649	)		(45,178,304	)		(37,767,467	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(26,560	)		334,550			(331,890	)
Forward agreements		(29,671,502	)		36,392,749			(5,135,453	)
Short-term U.S. government and agency obligations		5,325			(7,112	)		5,448

Change in net unrealized appreciation/depreciation		(29,692,737	)		36,720,187			(5,461,895	)

Net realized and unrealized gain (loss)		(39,758,386	)		(8,458,117	)		(43,229,362	)

Net income (loss)	$	(40,864,599	)	$	(9,501,316	)	$	(43,822,332	)

Net income (loss) per weighted-average share (Note 1)	$	(21.80	)	$	(6.71	)	$	(92.37	)

Weighted-average shares outstanding (Note 1)		1,874,767			1,415,797			474,435

See accompanying notes to financial statements.

F-49

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	198,298,571		$	77,732,507		$	67,602,811

Addition of 50,000, 2,525,000 and 525,000 shares, respectively (Note 1)		2,905,948			196,587,378			82,715,498
Redemption of 1,000,497, 812,500 and 162,526 shares, respectively (Note 1)		(67,923,178	)		(66,519,998	)		(28,763,470	)

Net addition (redemption) of (950,497), 1,712,500 and 362,474 shares, respectively (Note 1)		(65,017,230	)		130,067,380			53,952,028


Net investment income (loss)		(1,106,213	)		(1,043,199	)		(592,970	)
Net realized gain (loss)		(10,065,649	)		(45,178,304	)		(37,767,467	)
Change in net unrealized appreciation/depreciation		(29,692,737	)		36,720,187			(5,461,895	)

Net income (loss)		(40,864,599	)		(9,501,316	)		(43,822,332	)


Shareholders’ equity, end of period	$	92,416,742		$	198,298,571		$	77,732,507

See accompanying notes to financial statements.

F-50

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	(40,864,599	)	$	(9,501,316	)	$	(43,822,332	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		2,920			346,730			(223,584	)
Net sale (purchase) of short-term U.S. government and agency obligations		76,103,102			(84,565,840	)		(13,798,235	)
Change in unrealized appreciation/depreciation on investments		29,666,177			(36,385,637	)		5,130,005
Increase (Decrease) in management fee payable		(49,997	)		59,641			10,966
Increase (Decrease) in payable on futures contracts		3,980			(94,800	)		94,800

Net cash provided by (used in) operating activities		64,861,583			(130,141,222	)		(52,608,380	)

Cash flow from financing activities
Proceeds from addition of shares		2,905,948			196,587,378			82,715,498
Payment on shares redeemed		(67,923,178	)		(66,519,998	)		(29,778,225	)

Net cash provided by (used in) financing activities		(65,017,230	)		130,067,380			52,937,273

Net increase (decrease) in cash		(155,647	)		(73,842	)		328,893
Cash, beginning of period		330,841			404,683			75,790

Cash, end of period	$	175,194		$	330,841		$	404,683

See accompanying notes to financial statements.

F-51

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	890,051	$	772,442
Segregated cash balances with brokers for futures contracts		24,200		49,950
Short-term U.S. government and agency obligations (Note 3) (cost $891,006,493 and $771,936,564, respectively)		891,057,386		771,925,669
Receivable from capital shares sold		2,148,957		13,966,567
Receivable on open futures contracts		2,520		6,000

Total assets		894,123,114		786,720,628

Liabilities and shareholders’ equity
Liabilities
Management fee payable		657,008		569,435
Unrealized depreciation on forward agreements		145,740,706		179,326,773

Total liabilities		146,397,714		179,896,208

Shareholders’ equity
Shareholders’ equity		747,725,400		606,824,420

Total liabilities and shareholders’ equity	$	894,123,114	$	786,720,628

Shares outstanding		17,400,028		14,050,028

Net asset value per share (Note 1)	$	42.97	$	43.19

Market value per share (Note 1) (Note 2)	$	44.10	$	41.65

See accompanying notes to financial statements.

F-52

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(119% of shareholders’ equity)
U.S. Treasury Bills:
0.088% due 01/10/13†	$	264,070,000	$	264,068,244
0.103% due 02/07/13		16,680,000		16,679,501
0.105% due 02/14/13†		293,246,000		293,235,493
0.085% due 02/21/13†		262,191,000		262,180,074
0.064% due 04/25/13†		54,907,000		54,894,074

Total short-term U.S. government and agency obligations (cost $891,006,493)			$	891,057,386

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires March 2013		2	$	302,270	$	(40,020	)

Forward Agreements^


	Settlement Date	Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Forward agreements with Deutsche Bank AG based on 0.999 Fine Troy Ounce Silver	01/07/13	$	17,405,000	$	521,352,073	$	(44,873,116	)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	01/07/13		10,625,800		318,290,526		(34,491,042	)
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	01/07/13		11,932,000		357,417,094		(34,802,217	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	01/07/13		9,948,000		297,987,366		(31,574,331	)

						$	(145,740,706	)

†	All or partial amount segregated as collateral for forward agreements.

††	Cash collateral in the amount of $24,200 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements

F-53

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(127% of shareholders’ equity)
U.S. Treasury Bills:
0.021% due 01/12/12	$	4,962,000	$	4,961,996
0.011% due 01/19/12		41,103,000		41,102,930
0.016% due 01/26/12		103,409,000		103,408,721
0.003% due 02/02/12†		45,670,000		45,669,831
0.000% due 02/09/12†		31,909,000		31,908,707
0.003% due 02/16/12		20,613,000		20,612,771
0.016% due 02/23/12†		62,392,000		62,391,183
0.000% due 03/01/12†		50,000,000		49,998,870
0.003% due 03/08/12†		50,000,000		49,998,305
(0.001)% due 03/15/12†		87,691,000		87,687,685
0.004% due 03/22/12†		184,845,000		184,837,292
0.000% due 04/05/12		7,080,000		7,079,562
0.010% due 04/12/12†		64,164,000		64,164,000
0.011% due 05/10/12†		18,106,000		18,103,816

Total short-term U.S. government and agency obligations (cost $771,936,564)			$	771,925,669

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires March 2012		2	$	279,150	$	(60,850	)

Forward Agreements^


	Settlement Date	Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	01/06/12	$	9,383,800	$	264,444,868	$	(31,071,813	)
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	01/06/12		1,005,000		28,321,905		(25,647	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	01/06/12		32,671,000		920,701,451		(148,229,313	)

						$	(179,326,773	)

†	All or partial amount segregated as collateral for forward agreements.

††	Cash collateral in the amount of $49,950 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

F-54

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	520,233		$	423,786		$	310,024

Expenses
Management fee		7,438,345			8,372,487			2,027,722
Brokerage commissions		45			7,511			6,268

Total expenses		7,438,390			8,379,998			2,033,990

Net investment income (loss)		(6,918,157	)		(7,956,212	)		(1,723,966	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(6,160	)		4,093,993			7,706,675
Forward agreements		(66,420,332	)		(213,571,085	)		208,546,511
Short-term U.S. government and agency obligations		5,369			46,248			12,355

Net realized gain (loss)		(66,421,123	)		(209,430,844	)		216,265,541

Change in net unrealized appreciation/depreciation on
Futures contracts		20,830			(3,117,070	)		3,625,020
Forward agreements		33,586,067			(225,518,341	)		53,419,755
Short-term U.S. government and agency obligations		61,788			(28,154	)		24,562

Change in net unrealized appreciation/depreciation		33,668,685			(228,663,565	)		57,069,337

Net realized and unrealized gain (loss)		(32,752,438	)		(438,094,409	)		273,334,878

Net income (loss)	$	(39,670,595	)	$	(446,050,621	)	$	271,610,912

Net income (loss) per weighted-average share (Note 1)	$	(2.48	)	$	(43.26	)	$	48.37

Weighted-average shares outstanding (Note 1)		16,005,629			10,312,083			5,615,370

See accompanying notes to financial statements.

F-55

PROSHARES ULTRA SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	606,824,420		$	547,003,919		$	145,416,382

Addition of 9,050,000, 15,650,000 and 5,400,000 shares, respectively (Note 1)		463,625,109			1,259,593,245			244,471,386
Redemption of 5,700,000, 8,600,000 and 3,500,000 shares, respectively (Note 1)		(283,053,534	)		(753,722,123	)		(114,494,761	)

Net addition (redemption) of 3,350,000, 7,050,000 and 1,900,000 shares, respectively (Note 1)		180,571,575			505,871,122			129,976,625


Net investment income (loss)		(6,918,157	)		(7,956,212	)		(1,723,966	)
Net realized gain (loss)		(66,421,123	)		(209,430,844	)		216,265,541
Change in net unrealized appreciation/depreciation		33,668,685			(228,663,565	)		57,069,337

Net income (loss)		(39,670,595	)		(446,050,621	)		271,610,912


Shareholders’ equity, end of period	$	747,725,400		$	606,824,420		$	547,003,919

See accompanying notes to financial statements.

F-56

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	(39,670,595	)	$	(446,050,621	)	$	271,610,912
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		25,750			2,345,963			(1,467,775	)
Net sale (purchase) of short-term U.S. government and agency obligations		(119,069,929	)		(276,038,294	)		(338,118,894	)
Change in unrealized appreciation/depreciation on investments		(33,647,855	)		225,546,495			(53,444,317	)
Decrease (Increase) in receivable on futures contracts		3,480			385,421			(391,421	)
Increase (Decrease) in management fee payable		87,573			173,891			271,655

Net cash provided by (used in) operating activities		(192,271,576	)		(493,637,145	)		(121,539,840	)

Cash flow from financing activities
Proceeds from addition of shares		475,442,719			1,245,626,678			244,471,386
Payment on shares redeemed		(283,053,534	)		(753,722,123	)		(120,502,184	)

Net cash provided by (used in) financing activities		192,389,185			491,904,555			123,969,202

Net increase (decrease) in cash		117,609			(1,732,590	)		2,429,362
Cash, beginning of period		772,442			2,505,032			75,670

Cash, end of period	$	890,051		$	772,442		$	2,505,032

See accompanying notes to financial statements.

F-57

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	344,378	$	648,166
Segregated cash balances with brokers for futures contracts		24,200		43,140
Short-term U.S. government and agency obligations (Note 3) (cost $86,199,868 and $215,358,257, respectively)		86,206,701		215,352,919
Unrealized appreciation on forward agreements		19,307,685		43,015,723
Receivable from capital shares sold		—		8,437,981

Total assets		105,882,964		267,497,929

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		5,138,116		20,503,124
Payable on open futures contracts		2,520		—
Management fee payable		85,625		180,884

Total liabilities		5,226,261		20,684,008

Shareholders’ equity
Shareholders’ equity		100,656,703		246,813,921

Total liabilities and shareholders’ equity	$	105,882,964	$	267,497,929

Shares outstanding		1,958,489		3,218,874

Net asset value per share (Note 1)	$	51.40	$	76.68

Market value per share (Note 1) (Note 2)	$	50.07	$	79.35

See accompanying notes to financial statements.

F-58

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(86% of shareholders’ equity)
U.S. Treasury Bills:
0.085% due 01/10/13†	$	4,414,000	$	4,413,971
0.100% due 02/07/13†		11,897,000		11,896,644
0.105% due 02/14/13†		34,295,000		34,293,771
0.086% due 02/21/13†		34,563,000		34,561,560
0.061% due 04/25/13†		1,041,000		1,040,755

Total short-term U.S. government and agency obligations (cost $86,199,868)			$	86,206,701

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires March 2013		2	$	302,270	$	40,020

Forward Agreements^


	Settlement Date	Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Forward agreements with Deutsche Bank AG based on 0.999 Fine Troy Ounce Silver	01/07/13	$	(3,453,000	)	$	(103,432,889	)	$	10,786,801
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	01/07/13		(1,127,500	)		(33,773,699	)		3,141,119
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	01/07/13		(1,253,000	)		(37,532,989	)		3,255,649
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	01/07/13		(877,000	)		(26,270,097	)		2,124,116

								$	19,307,685

†	All or partial amount segregated as collateral for forward agreements.

††	Cash collateral in the amount of $24,200 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

F-59

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(87% of shareholders’ equity)
U.S. Treasury Bills:
0.021% due 01/12/12	$	3,322,000	$	3,321,997
0.016% due 01/19/12		2,677,000		2,676,995
0.016% due 01/26/12		7,104,000		7,103,981
0.005% due 02/02/12		4,504,000		4,503,983
0.001% due 02/09/12†		41,873,000		41,872,615
0.016% due 02/23/12		7,490,000		7,489,902
0.000% due 03/01/12†		20,000,000		19,999,548
0.001% due 03/08/12†		66,733,000		66,730,738
0.001% due 03/15/12†		24,582,000		24,581,071
0.002% due 03/22/12†		18,981,000		18,980,209
0.000% due 04/05/12		18,093,000		18,091,880

Total short-term U.S. government and agency obligations (cost $215,358,257)			$	215,352,919

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires March 2012		2	$	279,150	$	60,850

Forward Agreements^


	Settlement Date	Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	01/06/12	$	(6,725,500	)	$	(189,531,316	)	$	11,971,443
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	01/06/12		(1,005,000	)		(28,321,905	)		(2,002,298	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	01/06/12		(9,779,000	)		(275,581,999	)		33,046,578

								$	43,015,723

†	All or partial amount segregated as collateral for forward agreements.

††	Cash collateral in the amount of $43,140 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

F-60

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	100,092		$	146,064		$	95,673

Expenses
Management fee		1,503,193			3,530,293			631,456
Brokerage commissions		41			3,784			3,090

Total expenses		1,503,234			3,534,077			634,546

Net investment income (loss)		(1,403,142	)		(3,388,013	)		(538,873	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		960			2,855,508			(1,309,400	)
Forward agreements		(28,115,932	)		(174,216,829	)		(87,744,703	)
Short-term U.S. government and agency obligations		5,567			(774	)		4,340

Net realized gain (loss)		(28,109,405	)		(171,362,095	)		(89,049,763	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(20,830	)		580,270			(704,155	)
Forward agreements		(23,708,038	)		53,026,068			(12,869,409	)
Short-term U.S. government and agency obligations		12,171			(8,741	)		6,324

Change in net unrealized appreciation/depreciation		(23,716,697	)		53,597,597			(13,567,240	)

Net realized and unrealized gain (loss)		(51,826,102	)		(117,764,498	)		(102,617,003	)

Net income (loss)	$	(53,229,244	)	$	(121,152,511	)	$	(103,155,876	)

Net income (loss) per weighted-average share (Note 1)	$	(18.23	)	$	(26.05	)	$	(760.44	)

Weighted-average shares outstanding (Note 1)		2,919,786			4,650,772			135,652

See accompanying notes to financial statements.

F-61

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	246,813,921		$	99,032,781		$	64,516,145

Addition of 5,960,000, 14,127,500 and 533,500 shares, respectively (Note 1)		310,340,710			1,193,126,146			196,300,406
Redemption of 7,220,385, 11,405,122 and 105,504 shares, respectively (Note 1)		(403,268,684	)		(924,192,495	)		(58,627,894	)

Net addition (redemption) of (1,260,385), 2,722,378 and 427,996 shares, respectively (Note 1)		(92,927,974	)		268,933,651			137,672,512


Net investment income (loss)		(1,403,142	)		(3,388,013	)		(538,873	)
Net realized gain (loss)		(28,109,405	)		(171,362,095	)		(89,049,763	)
Change in net unrealized appreciation/depreciation		(23,716,697	)		53,597,597			(13,567,240	)

Net income (loss)		(53,229,244	)		(121,152,511	)		(103,155,876	)


Shareholders’ equity, end of period	$	100,656,703		$	246,813,921		$	99,032,781

See accompanying notes to financial statements.

F-62

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	(53,229,244	)	$	(121,152,511	)	$	(103,155,876	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		18,940			469,523			(65,010	)
Net sale (purchase) of short-term U.S. government and agency obligations		129,158,389			(110,042,156	)		(40,540,939	)
Change in unrealized appreciation/depreciation on investments		23,695,867			(53,017,327	)		12,863,085
Increase (Decrease) in management fee payable		(95,259	)		104,981			23,293
Increase (Decrease) in payable on futures contracts		2,520			(227,423	)		227,423

Net cash provided by (used in) operating activities		99,551,213			(283,864,913	)		(130,648,024	)

Cash flow from financing activities
Proceeds from addition of shares		318,778,691			1,184,688,165			196,300,406
Payment on shares redeemed		(418,633,692	)		(903,689,371	)		(62,216,409	)

Net cash provided by (used in) financing activities		(99,855,001	)		280,998,794			134,083,997

Net increase (decrease) in cash		(303,788	)		(2,866,119	)		3,435,973
Cash, beginning of period		648,166			3,514,285			78,312

Cash, end of period	$	344,378		$	648,166		$	3,514,285

See accompanying notes to financial statements.

F-63

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	426,634	$	200
Segregated cash balances with brokers for futures contracts		158,400		—
Short-term U.S. government and agency obligations (Note 3) (cost $3,570,687 and $0, respectively)		3,570,894		—
Receivable on open futures contracts		12,000		—
Offering costs (Note 5)		22,128		41,000
Limitation by Sponsor		1,012		—

Total assets		4,191,068		41,200

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		41,000		41,000

Total liabilities		41,000		41,000

Shareholders’ equity
Shareholders’ equity		4,150,068		200

Total liabilities and shareholders’ equity	$	4,191,068	$	41,200

Shares outstanding		100,005		5

Net asset value per share	$	41.50	$	40.00

Market value per share (Note 2)	$	41.45	$	40.00

See accompanying notes to financial statements.

F-64

PROSHARES ULTRA AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(86% of shareholders’ equity)
U.S. Treasury Bills:
0.100% due 01/31/13	$	3,178,000	$	3,177,910
0.086% due 02/21/13		393,000		392,984

Total short-term U.S. government and agency obligations (cost $3,570,687)			$	3,570,894

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires March 2013		80	$	8,260,000	$	(99,030	)

††	Cash collateral in the amount of $158,400 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

See accompanying notes to financial statements.

F-65

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012


	Year ended December 31, 2012
Investment Income
Interest	$	1,493

Expenses
Brokerage commissions		932
Offering costs		18,871
Limitation by Sponsor		(1,012	)

Total expenses		18,791

Net investment income (loss)		(17,298	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		265,990
Short-term U.S. government and agency obligations		(1	)

Net realized gain (loss)		265,989

Change in net unrealized appreciation/depreciation on
Futures contracts		(99,030	)
Short-term U.S. government and agency obligations		207

Change in net unrealized appreciation/depreciation		(98,823	)

Net realized and unrealized gain (loss)		167,166

Net income (loss)	$	149,868

Net income (loss) per weighted-average share	$	1.51

Weighted-average shares outstanding		99,410

*	Since the Fund commenced investment operations on July 17, 2012, the Statement of Operations for the year ended December 31, 2011 has not been provided.

See accompanying notes to financial statements.

F-66

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2012


	Year ended December 31, 2012
Shareholders’ equity, beginning of period	$	200

Addition of 100,000 shares		4,000,000


Net investment income (loss)		(17,298	)
Net realized gain (loss)		265,989
Change in net unrealized appreciation/depreciation		(98,823	)

Net income (loss)		149,868


Shareholders’ equity, end of period	$	4,150,068

*	Since the Fund commenced investment operations on July 17, 2012, the only activity for the year ended December 31, 2011 was the initial seeding of the Fund, as such the Statement of Changes in Shareholder’s Equity for the year ended December 31, 2011 has not been provided.

See accompanying notes to financial statements.

F-67

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012


	Year ended December 31, 2012
Cash flow from operating activities
Net income (loss)	$	149,868
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(158,400	)
Net sale (purchase) of short-term U.S. government and agency obligations		(3,570,687	)
Change in unrealized appreciation/depreciation on investments		(207	)
Decrease (Increase) in receivable on futures contracts		(12,000	)
Decrease (Increase) in Limitation by Sponsor		(1,012	)
Change in offering cost		18,872

Net cash provided by (used in) operating activities		(3,573,566	)

Cash flow from financing activities
Proceeds from addition of shares		4,000,000

Net cash provided by (used in) financing activities		4,000,000

Net increase (decrease) in cash		426,434
Cash, beginning of period		200

Cash, end of period	$	426,634

*	Since the Fund commenced investment operations on July 17, 2012, the only activity for the year ended December 31, 2011 was the initial seeding of the Fund, as such the Statement of Cash Flows for the year ended December 31, 2011 has not been provided.

See accompanying notes to financial statements.

F-68

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	361,157	$	200
Segregated cash balances with brokers for futures contracts		144,540		—
Short-term U.S. government and agency obligations (Note 3) (cost $3,302,725 and $0, respectively)		3,302,907		—
Offering costs (Note 5)		22,129		41,000
Limitation by Sponsor		2,216		—

Total assets		3,832,949		41,200

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		10,950		—
Payable for offering costs		41,000		41,000

Total liabilities		51,950		41,000

Shareholders’ equity
Shareholders’ equity		3,780,999		200

Total liabilities and shareholders’ equity	$	3,832,949	$	41,200

Shares outstanding		100,005		5

Net asset value per share	$	37.81	$	40.00

Market value per share (Note 2)	$	37.74	$	40.00

See accompanying notes to financial statements.

F-69

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(87% of shareholders’ equity)
U.S. Treasury Bills:
0.100% due 01/31/13	$	3,303,000	$	3,302,907

Total short-term U.S. government and agency obligations (cost $3,302,725)			$	3,302,907

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires March 2013		73	$	7,537,250	$	85,590

††	Cash collateral in the amount of $144,540 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

See accompanying notes to financial statements.

F-70

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012


	Year ended December 31, 2012
Investment Income
Interest	$	1,432

Expenses
Brokerage commissions		1,006
Offering costs		18,871
Limitation by Sponsor		(2,216	)

Total expenses		17,661

Net investment income (loss)		(16,229	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(288,740	)
Short-term U.S. government and agency obligations		(4	)

Net realized gain (loss)		(288,744	)

Change in net unrealized appreciation/depreciation on
Futures contracts		85,590
Short-term U.S. government and agency obligations		182

Change in net unrealized appreciation/depreciation		85,772

Net realized and unrealized gain (loss)		(202,972	)

Net income (loss)	$	(219,201	)

Net income (loss) per weighted-average share	$	(2.21	)

Weighted-average shares outstanding		99,410

*	Since the Fund commenced investment operations on July 17, 2012, the statement of operations for the year ended December 31, 2011 has not been provided.

See accompanying notes to financial statements.

F-71

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2012


	Year ended December 31, 2012
Shareholders’ equity, beginning of period	$	200

Addition of 100,000 shares		4,000,000


Net investment income (loss)		(16,229	)
Net realized gain (loss)		(288,744	)
Change in net unrealized appreciation/depreciation		85,772

Net income (loss)		(219,201	)


Shareholders’ equity, end of period	$	3,780,999

*	Since the Fund commenced investment operations on July 17, 2012, the statement of changes in shareholder’s equity for the year ended December 31, 2011 has not been provided.

See accompanying notes to financial statements.

F-72

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012


	Year ended December 31, 2012
Cash flow from operating activities
Net income (loss)	$	(219,201	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(144,540	)
Net sale (purchase) of short-term U.S. government and agency obligations		(3,302,725	)
Change in unrealized appreciation/depreciation on investments		(182	)
Decrease (Increase) in Limitation by Sponsor		(2,216	)
Change in offering cost		18,871
Increase (Decrease) in payable on futures contracts		10,950

Net cash provided by (used in) operating activities		(3,639,043	)

Cash flow from financing activities
Proceeds from addition of shares		4,000,000

Net cash provided by (used in) financing activities		4,000,000

Net increase (decrease) in cash		360,957
Cash, beginning of period		200

Cash, end of period	$	361,157

*	Since the Fund commenced investment operations on July 17, 2012, the statement of cash flows for the year ended December 31, 2011 has not been provided.

See accompanying notes to financial statements.

F-73

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	240,086	$	10,469
Short-term U.S. government and agency obligations (Note 3) (cost $4,546,872 and $10,068,969, respectively)		4,546,944		10,068,707
Unrealized appreciation on foreign currency forward contracts		87,159		—

Total assets		4,874,189		10,079,176

Liabilities and shareholders’ equity
Liabilities
Management fee payable		3,873		6,216
Unrealized depreciation on foreign currency forward contracts		—		518,212

Total liabilities		3,873		524,428

Shareholders’ equity
Shareholders’ equity		4,870,316		9,554,748

Total liabilities and shareholders’ equity	$	4,874,189	$	10,079,176

Shares outstanding		200,014		400,014

Net asset value per share	$	24.35	$	23.89

Market value per share (Note 2)	$	24.32	$	23.87

See accompanying notes to financial statements.

F-74

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(93% of shareholders’ equity)
U.S. Treasury Bills:
0.096% due 01/10/13†	$	4,432,000	$	4,431,971
0.060% due 04/25/13		115,000		114,973

Total short-term U.S. government and agency obligations (cost $4,546,872)			$	4,546,944

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	01/04/13		3,207,025		$	4,231,708		$	38,327
Euro with UBS AG	01/04/13		4,319,600			5,699,764			51,146

								$	89,473

Contracts to Sell
Euro with Goldman Sachs International	01/04/13		(23,900	)	$	(31,536	)	$	(635	)
Euro with UBS AG	01/04/13		(100,900	)		(133,139	)		(1,679	)

								$	(2,314	)

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

F-75

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(105% of shareholders’ equity)
U.S. Treasury Bills:
0.016% due 01/26/12	$	405,000	$	404,999
0.005% due 02/02/12		1,880,000		1,879,993
0.002% due 02/09/12		578,000		577,995
0.000% due 03/01/12†		2,456,000		2,455,945
0.000% due 03/08/12†		1,597,000		1,596,946
0.000% due 03/22/12		1,217,000		1,216,949
0.003% due 04/05/12		1,936,000		1,935,880

Total short-term U.S. government and agency obligations (cost $10,068,969)			$	10,068,707

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	01/13/12		7,334,525		$	9,492,896		$	(245,253	)
Euro with UBS AG	01/13/12		7,824,000			10,126,412			(279,809	)

								$	(525,062	)

Contracts to Sell
Euro with Goldman Sachs International	01/13/12		(183,800	)	$	(237,888	)	$	3,190
Euro with UBS AG	01/13/12		(208,900	)		(270,374	)		3,660

								$	6,850

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

F-76

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	3,690		$	4,536		$	16,178

Expenses
Management fee		63,816			79,638			108,841

Total expenses		63,816			79,638			108,841

Net investment income (loss)		(60,126	)		(75,102	)		(92,663	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(398,504	)		354,369			(602,156	)
Short-term U.S. government and agency obligations		78			36			1,081

Net realized gain (loss)		(398,426	)		354,405			(601,075	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		605,371			(866,391	)		625,437
Short-term U.S. government and agency obligations		334			(509	)		539

Change in net unrealized appreciation/depreciation		605,705			(866,900	)		625,976

Net realized and unrealized gain (loss)		207,279			(512,495	)		24,901

Net income (loss)	$	147,153		$	(587,597	)	$	(67,762	)

Net income (loss) per weighted-average share	$	0.52		$	(1.95	)	$	(0.15	)

Weighted-average shares outstanding		285,533			300,973			458,370

See accompanying notes to financial statements.

F-77

PROSHARES ULTRA EURO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	9,554,748		$	7,729,684		$	7,531,857

Addition of 50,000, 100,000 and 850,000 shares, respectively		1,209,580			2,412,661			20,023,154
Redemption of 250,000, 0 and 800,000 shares, respectively		(6,041,165	)		—			(19,757,565	)

Net addition (redemption) of (200,000), 100,000 and 50,000 shares, respectively		(4,831,585	)		2,412,661			265,589


Net investment income (loss)		(60,126	)		(75,102	)		(92,663	)
Net realized gain (loss)		(398,426	)		354,405			(601,075	)
Change in net unrealized appreciation/depreciation		605,705			(866,900	)		625,976

Net income (loss)		147,153			(587,597	)		(67,762	)


Shareholders’ equity, end of period	$	4,870,316		$	9,554,748		$	7,729,684

See accompanying notes to financial statements.

F-78

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	147,153		$	(587,597	)	$	(67,762	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net sale (purchase) of short-term U.S. government and agency obligations		5,522,097			(2,695,059	)		362,652
Change in unrealized appreciation/depreciation on investments		(605,705	)		866,900			(625,976	)
Increase (Decrease) in management fee payable		(2,343	)		117			(216	)

Net cash provided by (used in) operating activities		5,061,202			(2,415,639	)		(331,302	)

Cash flow from financing activities
Proceeds from addition of shares		1,209,580			2,412,661			20,023,154
Payment on shares redeemed		(6,041,165	)		—			(19,757,565	)

Net cash provided by (used in) financing activities		(4,831,585	)		2,412,661			265,589

Net increase (decrease) in cash		229,617			(2,978	)		(65,713	)
Cash, beginning of period		10,469			13,447			79,160

Cash, end of period	$	240,086		$	10,469		$	13,447

See accompanying notes to financial statements.

F-79

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	302,359	$	200
Segregated cash balances with brokers for futures contracts		63,250		—
Short-term U.S. government and agency obligations (Note 3) (cost $3,409,716 and $0, respectively)		3,409,904		—
Receivable on open futures contracts		6,612		—
Offering costs (Note 5)		19,770		41,000
Limitation by Sponsor		2,145		—

Total assets		3,804,040		41,200

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		41,000		41,000

Total liabilities		41,000		41,000

Shareholders’ equity
Shareholders’ equity		3,763,040		200

Total liabilities and shareholders’ equity	$	3,804,040	$	41,200

Shares outstanding		100,005		5

Net asset value per share	$	37.63	$	40.00

Market value per share (Note 2)	$	37.64	$	40.00

See accompanying notes to financial statements.

F-80

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(91% of shareholders’ equity)
U.S. Treasury Bills:
0.100% due 01/31/13	$	3,410,000	$	3,409,904

Total short-term U.S. government and agency obligations (cost $3,409,716)			$	3,409,904

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Euro Fx Currency Futures - CME, expires March 2013		23	$	3,797,300	$	(55,056	)

††	Cash collateral in the amount of $63,250 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

See accompanying notes to financial statements.

F-81

PROSHARES SHORT EURO*

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012


	Year ended December 31, 2012
Investment Income
Interest	$	1,508

Expenses
Brokerage commissions		313
Offering costs		21,231
Limitation by Sponsor		(2,145	)

Total expenses		19,399

Net investment income (loss)		(17,891	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(164,400	)
Short-term U.S. government and agency obligations		(1	)

Net realized gain (loss)		(164,401	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(55,056	)
Short-term U.S. government and agency obligations		188

Change in net unrealized appreciation/depreciation		(54,868	)

Net realized and unrealized gain (loss)		(219,269	)

Net income (loss)	$	(237,160	)

Net income (loss) per weighted-average share	$	(2.38	)

Weighted-average shares outstanding		99,476

*	Since the Fund commenced investment operations on June 26, 2012, the Statement of Operations for the year ended December 31, 2011 has not been provided.

See accompanying notes to financial statements.

F-82

PROSHARES SHORT EURO*

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2012


	Year ended December 31, 2012
Shareholders’ equity, beginning of period	$	200

Addition of 100,000 shares		4,000,000


Net investment income (loss)		(17,891	)
Net realized gain (loss)		(164,401	)
Change in net unrealized appreciation/depreciation		(54,868	)

Net income (loss)		(237,160	)


Shareholders’ equity, end of period	$	3,763,040

*	Since the Fund commenced investment operations on June 26, 2012, the only activity for the year ended December 31, 2011 was the initial seeding of the Fund, as such the Statement of Changes in Shareholder’s Equity for the year ended December 31, 2011 has not been provided.

See accompanying notes to financial statements.

F-83

PROSHARES SHORT EURO*

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012


	Year ended December 31, 2012
Cash flow from operating activities
Net income (loss)	$	(237,160	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(63,250	)
Net sale (purchase) of short-term U.S. government and agency obligations		(3,409,716	)
Change in unrealized appreciation/depreciation on investments		(188	)
Decrease (Increase) in receivable on futures contracts		(6,612	)
Decrease (Increase) in Limitation by Sponsor		(2,145	)
Change in offering cost		21,230

Net cash provided by (used in) operating activities		(3,697,841	)

Cash flow from financing activities
Proceeds from addition of shares		4,000,000

Net cash provided by (used in) financing activities		4,000,000

Net increase (decrease) in cash		302,159
Cash, beginning of period		200

Cash, end of period	$	302,359

*	Since the Fund commenced investment operations on June 26, 2012, the only activity for the year ended December 31, 2011 was the initial seeding of the Fund, as such the statement of cash flows for the year ended December 31, 2011 has not been provided.

See accompanying notes to financial statements.

F-84

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	276,372	$	102,088
Short-term U.S. government and agency obligations (Note 3) (cost $553,417,216 and $1,012,198,282, respectively)		553,430,562		1,012,174,281
Unrealized appreciation on foreign currency forward contracts		—		67,430,954
Receivable from capital shares sold		—		21,299,733

Total assets		553,706,934		1,101,007,056

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		13,282,209		—
Management fee payable		499,127		847,510
Unrealized depreciation on foreign currency forward contracts		13,147,572		—

Total liabilities		26,928,908		847,510

Shareholders’ equity
Shareholders’ equity		526,778,026		1,100,159,546

Total liabilities and shareholders’ equity	$	553,706,934	$	1,101,007,056

Shares outstanding		27,700,014		54,100,014

Net asset value per share	$	19.02	$	20.34

Market value per share (Note 2)	$	19.01	$	20.35

See accompanying notes to financial statements.

F-85

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(105% of shareholders’ equity)
U.S. Treasury Bills:
0.093% due 01/10/13†	$	446,483,000	$	446,480,031
0.104% due 01/31/13†		60,397,000		60,395,297
0.082% due 02/21/13†		37,139,000		37,137,452
0.061% due 04/25/13†		9,420,000		9,417,782

Total short-term U.S. government and agency obligations (cost $553,417,216)			$	553,430,562

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	01/04/13		82,837,700		$	109,305,330		$	251,047
Euro with UBS AG	01/04/13		175,817,700			231,993,545			(362,118	)

								$	(111,071	)

Contracts to Sell
Euro with Goldman Sachs International	01/04/13		(492,005,225	)	$	(649,206,743	)	$	(6,048,832	)
Euro with UBS AG	01/04/13		(563,892,200	)		(744,062,460	)		(6,987,669	)

								$	(13,036,501	)

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

F-86

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(92% of shareholders’ equity)
U.S. Treasury Bills:
0.021% due 01/12/12	$	69,530,000	$	69,529,944
0.010% due 01/19/12		139,850,000		139,849,762
0.016% due 01/26/12		17,506,000		17,505,953
0.003% due 02/02/12		43,929,000		43,928,838
0.001% due 02/09/12		82,219,000		82,218,244
0.004% due 02/16/12		39,794,000		39,793,558
0.016% due 02/23/12		90,834,000		90,832,810
0.000% due 03/01/12†		45,000,000		44,998,983
0.001% due 03/08/12†		86,014,000		86,011,084
0.001% due 03/15/12†		45,000,000		44,998,299
0.003% due 03/22/12†		138,663,000		138,657,218
0.003% due 04/05/12		108,698,000		108,691,272
0.010% due 05/10/12†		105,171,000		105,158,316

Total short-term U.S. government and agency obligations (cost $1,012,198,282)			$	1,012,174,281

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	01/13/12		30,950,200		$	40,058,087		$	(1,352,661	)
Euro with UBS AG	01/13/12		53,564,700			69,327,481			(692,235	)

								$	(2,044,896	)

Contracts to Sell
Euro with Goldman Sachs International	01/13/12		(881,320,025	)	$	(1,140,670,959	)	$	33,372,107
Euro with UBS AG	01/13/12		(903,636,400	)		(1,169,554,497	)		36,103,743

								$	69,475,850

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

F-87

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	525,386		$	271,533		$	574,152

Expenses
Management fee		7,972,894			6,179,382			3,379,964

Total expenses		7,972,894			6,179,382			3,379,964

Net investment income (loss)		(7,447,508	)		(5,907,849	)		(2,805,812	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		46,946,419			(5,409,463	)		48,542,523
Short-term U.S. government and agency obligations		8,121			3,715			35,434

Net realized gain (loss)		46,954,540			(5,405,748	)		48,577,957

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(80,578,526	)		90,625,031			(25,149,044	)
Short-term U.S. government and agency obligations		37,347			(40,013	)		21,854

Change in net unrealized appreciation/depreciation		(80,541,179	)		90,585,018			(25,127,190	)

Net realized and unrealized gain (loss)		(33,586,639	)		85,179,270			23,450,767

Net income (loss)	$	(41,034,147	)	$	79,271,421		$	20,644,955

Net income (loss) per weighted-average share	$	(0.99	)	$	2.22		$	1.25

Weighted-average shares outstanding		41,293,047			35,660,288			16,567,274

See accompanying notes to financial statements.

F-88

PROSHARES ULTRASHORT EURO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	1,100,159,546		$	444,412,995		$	100,847,786

Addition of 12,900,000, 50,600,000 and 35,700,000 shares, respectively		263,481,506			916,146,552			737,508,814
Redemption of 39,300,000, 18,400,000 and 19,200,000 shares, respectively		(795,828,879	)		(339,671,422	)		(414,588,560	)

Net addition (redemption) of (26,400,000), 32,200,000 and 16,500,000 shares, respectively		(532,347,373	)		576,475,130			322,920,254


Net investment income (loss)		(7,447,508	)		(5,907,849	)		(2,805,812	)
Net realized gain (loss)		46,954,540			(5,405,748	)		48,577,957
Change in net unrealized appreciation/depreciation		(80,541,179	)		90,585,018			(25,127,190	)

Net income (loss)		(41,034,147	)		79,271,421			20,644,955


Shareholders’ equity, end of period	$	526,778,026		$	1,100,159,546		$	444,412,995

See accompanying notes to financial statements.

F-89

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	(41,034,147	)	$	79,271,421		$	20,644,955
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net sale (purchase) of short-term U.S. government and agency obligations		458,781,066			(540,384,848	)		(372,937,234	)
Change in unrealized appreciation/depreciation on investments		80,541,179			(90,585,018	)		25,127,190
Increase (Decrease) in management fee payable		(348,383	)		482,950			310,986

Net cash provided by (used in) operating activities		497,939,715			(551,215,495	)		(326,854,103	)

Cash flow from financing activities
Proceeds from addition of shares		284,781,239			894,846,819			737,508,814
Payment on shares redeemed		(782,546,670	)		(343,780,824	)		(410,479,158	)

Net cash provided by (used in) financing activities		(497,765,431	)		551,065,995			327,029,656

Net increase (decrease) in cash		174,284			(149,500	)		175,553
Cash, beginning of period		102,088			251,588			76,035

Cash, end of period	$	276,372		$	102,088		$	251,588

See accompanying notes to financial statements.

F-90

PROSHARES ULTRAPRO SHORT EURO*

STATEMENT OF FINANCIAL CONDITION


	December 31, 2012
Assets
Cash	$	200
Offering costs (Note 5)		41,000

Total assets		41,200


Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		41,000

Total liabilities		41,000


Shareholders’ equity
Shareholders’ equity	$	200

Total liabilities and shareholders’ equity	$	41,200

*	As of December 31, 2012, ProShares UltraPro Short Euro had seed capital, but had not commenced investment operations. See Note 1.

See accompanying notes to financial statements.

F-91

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	138,033	$	5,798
Short-term U.S. government and agency obligations (Note 3) (cost $4,587,701 and $5,366,951, respectively)		4,587,918		5,366,875
Unrealized appreciation on foreign currency forward contracts		—		102,727

Total assets		4,725,951		5,475,400

Liabilities and shareholders’ equity
Liabilities
Management fee payable		3,660		4,325
Unrealized depreciation on foreign currency forward contracts		494,296		—

Total liabilities		497,956		4,325

Shareholders’ equity
Shareholders’ equity		4,227,995		5,471,075

Total liabilities and shareholders’ equity	$	4,725,951	$	5,475,400

Shares outstanding		150,014		150,014

Net asset value per share	$	28.18	$	36.47

Market value per share (Note 2)	$	28.28	$	36.50

See accompanying notes to financial statements.

F-92

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(109% of shareholders’ equity)
U.S. Treasury Bills:
0.098% due 01/10/13†	$	2,974,000	$	2,973,980
0.125% due 02/14/13		951,000		950,966
0.086% due 02/21/13		663,000		662,972

Total short-term U.S. government and agency obligations (cost $4,587,701)			$	4,587,918

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	01/04/13		353,636,200		$	4,077,072		$	(231,047	)
Yen with UBS AG	01/04/13		424,732,500			4,896,741			(276,772	)

								$	(507,819	)

Contracts to Sell
Yen with Goldman Sachs International	01/04/13		(19,923,300	)	$	(229,696	)	$	7,325
Yen with UBS AG	01/04/13		(25,219,500	)		(290,756	)		6,198

								$	13,523

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

F-93

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(98% of shareholders’ equity)
U.S. Treasury Bills:
0.021% due 01/12/12	$	1,504,000	$	1,503,999
0.016% due 01/19/12		1,037,000		1,036,998
0.005% due 02/02/12		726,000		725,997
0.003% due 03/08/12†		1,359,000		1,358,954
0.002% due 04/05/12		278,000		277,983
0.011% due 05/10/12		463,000		462,944

Total short-term U.S. government and agency obligations (cost $5,366,951)			$	5,366,875

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	01/13/12		361,210,000		$	4,693,138		$	43,342
Yen with UBS AG	01/13/12		486,460,000			6,320,489			60,268

								$	103,610

Contracts to Sell
Yen with Goldman Sachs International	01/13/12		(2,500,000	)	$	(32,482	)	$	(457	)
Yen with UBS AG	01/13/12		(2,940,000	)		(38,199	)		(426	)

								$	(883	)

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

F-94

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	3,524		$	1,871		$	6,585

Expenses
Management fee		47,964			41,443			44,676

Total expenses		47,964			41,443			44,676

Net investment income (loss)		(44,440	)		(39,572	)		(38,091	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(601,937	)		564,813			826,717
Short-term U.S. government and agency obligations		27			19			41

Net realized gain (loss)		(601,910	)		564,832			826,758

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(597,023	)		(180,776	)		599,316
Short-term U.S. government and agency obligations		293			(207	)		277

Change in net unrealized appreciation/depreciation		(596,730	)		(180,983	)		599,593

Net realized and unrealized gain (loss)		(1,198,640	)		383,849			1,426,351

Net income (loss)	$	(1,243,080	)	$	344,277		$	1,388,260

Net income (loss) per weighted-average share	$	(8.29	)	$	2.75		$	8.66

Weighted-average shares outstanding		150,014			125,219			160,288

See accompanying notes to financial statements.

F-95

PROSHARES ULTRA YEN

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	5,471,075		$	5,024,240		$	3,921,267

Addition of 0, 50,000 and 100,000 shares, respectively		—			1,696,147			3,077,318
Redemption of 0, 50,000 and 100,000 shares, respectively		—			(1,593,589	)		(3,362,605	)

Net addition (redemption) of 0, 0 and 0 shares, respectively		—			102,558			(285,287	)


Net investment income (loss)		(44,440	)		(39,572	)		(38,091	)
Net realized gain (loss)		(601,910	)		564,832			826,758
Change in net unrealized appreciation/depreciation		(596,730	)		(180,983	)		599,593

Net income (loss)		(1,243,080	)		344,277			1,388,260


Shareholders’ equity, end of period	$	4,227,995		$	5,471,075		$	5,024,240

See accompanying notes to financial statements.

F-96

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	(1,243,080	)	$	344,277		$	1,388,260
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net sale (purchase) of short-term U.S. government and agency obligations		779,250			(633,379	)		(578,293	)
Change in unrealized appreciation/depreciation on investments		596,730			180,983			(599,593	)
Increase (Decrease) in management fee payable		(665	)		722			206

Net cash provided by (used in) operating activities		132,235			(107,397	)		210,580

Cash flow from financing activities
Proceeds from addition of shares		—			1,696,147			3,077,318
Payment on shares redeemed		—			(1,593,589	)		(3,362,605	)

Net cash provided by (used in) financing activities		—			102,558			(285,287	)

Net increase (decrease) in cash		132,235			(4,839	)		(74,707	)
Cash, beginning of period		5,798			10,637			85,344

Cash, end of period	$	138,033		$	5,798		$	10,637

See accompanying notes to financial statements.

F-97

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	363,826	$	22,338
Short-term U.S. government and agency obligations (Note 3) (cost $362,731,936 and $219,407,765, respectively)		362,743,231		219,404,292
Unrealized appreciation on foreign currency forward contracts		38,114,175		—
Receivable from capital shares sold		7,613,633		6,249,734

Total assets		408,834,865		225,676,364

Liabilities and shareholders’ equity
Liabilities
Management fee payable		271,235		180,224
Unrealized depreciation on foreign currency forward contracts		—		4,364,146

Total liabilities		271,235		4,544,370

Shareholders’ equity
Shareholders’ equity		408,563,630		221,131,994

Total liabilities and shareholders’ equity	$	408,834,865	$	225,676,364

Shares outstanding		8,049,294		5,399,294

Net asset value per share (Note 1)	$	50.76	$	40.96

Market value per share (Note 1) (Note 2)	$	50.77	$	40.95

See accompanying notes to financial statements.

F-98

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(89% of shareholders’ equity)
U.S. Treasury Bills:
0.096% due 01/10/13†	$	97,804,000	$	97,803,349
0.100% due 01/31/13†		120,969,000		120,965,589
0.093% due 02/14/13†		11,501,000		11,500,588
0.074% due 02/21/13†		47,762,000		47,760,010
0.077% due 03/28/13		17,297,000		17,295,570
0.062% due 04/25/13†		67,434,000		67,418,125

Total short-term U.S. government and agency obligations (cost $362,731,936)			$	362,743,231

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with UBS AG	01/04/13		601,353,100		$	6,933,000		$	(232,642	)

								$	(232,642	)

Contracts to Sell
Yen with Goldman Sachs International	01/04/13		(33,732,636,200	)	$	(388,903,561	)	$	18,518,532
Yen with UBS AG	01/04/13		(37,798,808,300	)		(435,782,459	)		19,828,285

								$	38,346,817

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

F-99

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(99% of shareholders’ equity)
U.S. Treasury Bills:
0.021% due 01/12/12	$	11,624,000	$	11,623,991
0.010% due 01/19/12		44,696,000		44,695,924
0.016% due 01/26/12		48,298,000		48,297,870
0.002% due 02/09/12†		36,606,000		36,605,663
0.000% due 03/01/12†		7,000,000		6,999,842
0.002% due 03/08/12†		10,901,000		10,900,630
0.000% due 03/15/12†		9,764,000		9,763,631
0.005% due 03/22/12		16,390,000		16,389,317
0.002% due 04/05/12		9,218,000		9,217,429
0.011% due 05/10/12†		24,913,000		24,909,995

Total short-term U.S. government and agency obligations (cost $219,407,765)			$	219,404,292

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	01/13/12		1,157,460,000		$	15,038,674		$	10,036
Yen with UBS AG	01/13/12		1,743,810,000			22,657,016			224,070

								$	234,106

Contracts to Sell
Yen with Goldman Sachs International	01/13/12		(17,594,930,000	)	$	(228,607,826	)	$	(2,177,796	)
Yen with UBS AG	01/13/12		(19,346,660,000	)		(251,367,745	)		(2,420,456	)

								$	(4,598,252	)

†	All or partial amount segregated as collateral for foreign currency forward contracts.

^	The positions and counterparties herein are as of December 31, 2011. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

F-100

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	170,226		$	182,452		$	233,813

Expenses
Management fee		2,354,920			2,824,586			1,447,095

Total expenses		2,354,920			2,824,586			1,447,095

Net investment income (loss)		(2,184,694	)		(2,642,134	)		(1,213,282	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		27,341,631			(50,029,053	)		(22,116,381	)
Short-term U.S. government and agency obligations		976			4,169			6,893

Net realized gain (loss)		27,342,607			(50,024,884	)		(22,109,488	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		42,478,321			11,773,508			(21,002,722	)
Short-term U.S. government and agency obligations		14,768			(11,285	)		10,003

Change in net unrealized appreciation/depreciation		42,493,089			11,762,223			(20,992,719	)

Net realized and unrealized gain (loss)		69,835,696			(38,262,661	)		(43,102,207	)

Net income (loss)	$	67,651,002		$	(40,904,795	)	$	(44,315,489	)

Net income (loss) per weighted-average share (Note 1)	$	11.91		$	(6.14	)	$	(15.88	)

Weighted-average shares outstanding (Note 1)		5,679,622			6,664,842			2,790,005

See accompanying notes to financial statements.

F-101

PROSHARES ULTRASHORT YEN

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	221,131,994		$	207,685,813		$	67,487,917

Addition of 6,550,000, 6,683,333 and 4,683,333 shares, respectively (Note 1)		291,223,076			308,667,664			256,674,572
Redemption of 3,900,000, 5,700,710 and 1,316,667 shares, respectively (Note 1)		(171,442,442	)		(254,316,688	)		(72,161,187	)

Net addition (redemption) of 2,650,000, 982,623 and 3,366,666 shares, respectively (Note 1)		119,780,634			54,350,976			184,513,385


Net investment income (loss)		(2,184,694	)		(2,642,134	)		(1,213,282	)
Net realized gain (loss)		27,342,607			(50,024,884	)		(22,109,488	)
Change in net unrealized appreciation/depreciation		42,493,089			11,762,223			(20,992,719	)

Net income (loss)		67,651,002			(40,904,795	)		(44,315,489	)


Shareholders’ equity, end of period	$	408,563,630		$	221,131,994		$	207,685,813

See accompanying notes to financial statements.

F-102

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	67,651,002		$	(40,904,795	)	$	(44,315,489	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net sale (purchase) of short-term U.S. government and agency obligations		(143,324,171	)		4,457,554			(161,267,333	)
Change in unrealized appreciation/depreciation on investments		(42,493,089	)		(11,762,223	)		20,992,719
Increase (Decrease) in management fee payable		91,011			10,066			121,788

Net cash provided by (used in) operating activities		(118,075,247	)		(48,199,398	)		(184,468,315	)

Cash flow from financing activities
Proceeds from addition of shares		289,859,177			302,417,930			256,674,572
Payment on shares redeemed		(171,442,442	)		(254,316,688	)		(72,161,187	)

Net cash provided by (used in) financing activities		118,416,735			48,101,242			184,513,385

Net increase (decrease) in cash		341,488			(98,156	)		45,070
Cash, beginning of period		22,338			120,494			75,424

Cash, end of period	$	363,826		$	22,338		$	120,494

See accompanying notes to financial statements.

F-103

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	1,790,825	$	2,972,032
Segregated cash balances with brokers for futures contracts		38,727,007		6,303,800
Short-term U.S. government and agency obligations (Note 3) (cost $97,445,279 and $0, respectively)		97,440,843		—
Unrealized appreciation on swap agreements		301,351		—
Receivable from capital shares sold		18,127,289		2,469,584
Offering costs (Note 5)		—		21,691

Total assets		156,387,315		11,767,107

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		35,907,787		—
Payable on open futures contracts		35,666,735		1,852,966
Management fee payable		96,661		4,264
Payable for offering costs		—		28,764

Total liabilities		71,671,183		1,885,994

Shareholders’ equity
Shareholders’ equity		84,716,132		9,881,113

Total liabilities and shareholders’ equity	$	156,387,315	$	11,767,107

Shares outstanding		4,208,081		13,334

Net asset value per share (Note 1)	$	20.13	$	741.05

Market value per share (Note 1) (Note 2)	$	20.90	$	729.60

See accompanying notes to financial statements.

F-104

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(115% of shareholders’ equity)
U.S. Treasury Bills:
0.086% due 01/10/13	$	2,053,000	$	2,052,986
0.103% due 02/07/13		485,000		484,986
0.080% due 02/14/13		5,349,000		5,348,808
0.007% due 02/21/13†		21,419,000		21,418,107
0.055% due 04/25/13		68,152,000		68,135,956

Total short-term U.S. government and agency obligations (cost $97,445,279)			$	97,440,843

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires January 2013		4,779	$	84,588,300	$	3,733,522
VIX Futures - CBOE, expires February 2013		3,827		70,799,500		(1,676,460	)

					$	2,057,062

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Societe Generale S.A. based on S&P 500 VIX Short-Term Futures Index	01/07/13	$	13,570,122	$	301,351

				$	301,351

†	All or partial amount segregated as collateral for swap agreements.

††	Cash collateral in the amount of $38,727,007 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

^	The positions and counterparties herein are as of December 31, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

F-105

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires January 2012		431	$	11,507,700	$	(904,390	)
VIX Futures - CBOE, expires February 2012		302		8,199,300		141,600

					$	(762,790	)

††	Cash collateral in the amount of $6,303,800 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

See accompanying notes to financial statements.

F-106

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM APRIL 5, 2011 (INCEPTION) TO DECEMBER 31, 2012


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Investment Income
Interest	$	61,217		$	—

Expenses
Management fee		1,579,190			4,264
Brokerage commissions		1,413,912			5,441
Offering costs		69,761			7,073

Total expenses		3,062,863			16,778

Net investment income (loss)		(3,001,646	)		(16,778	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(488,564,265	)		(3,524,662	)
Swap agreements		(20,857,599	)		—
Short-term U.S. government and agency obligations		20,334			(91	)

Net realized gain (loss)		(509,401,530	)		(3,524,753	)

Change in net unrealized appreciation/depreciation on
Futures contracts		2,819,852			(762,790	)
Swap agreements		301,351			—
Short-term U.S. government and agency obligations		(4,436	)		—

Change in net unrealized appreciation/depreciation		3,116,767			(762,790	)

Net realized and unrealized gain (loss)		(506,284,763	)		(4,287,543	)

Net income (loss)	$	(509,286,409	)	$	(4,304,321	)

Net income (loss) per weighted-average share (Note 1)	$	(163.02	)	$	(915.62	)

Weighted-average shares outstanding (Note 1)		3,124,027			4,701

See accompanying notes to financial statements.

F-107

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM APRIL 5, 2011 (INCEPTION) TO DECEMBER 31, 2012


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Shareholders’ equity, beginning of period	$	9,881,113		$	—

Addition of 26,537,500 and 13,334 shares, respectively (Note 1)		1,600,919,494			14,185,434
Redemption of 22,342,753 and 0 shares, respectively (Note 1)		(1,016,798,066	)		—

Net addition (redemption) of 4,194,747 and 13,334 shares, respectively (Note 1)		584,121,428			14,185,434


Net investment income (loss)		(3,001,646	)		(16,778	)
Net realized gain (loss)		(509,401,530	)		(3,524,753	)
Change in net unrealized appreciation/depreciation		3,116,767			(762,790	)

Net income (loss)		(509,286,409	)		(4,304,321	)


Shareholders’ equity, end of period	$	84,716,132		$	9,881,113

See accompanying notes to financial statements.

F-108

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM APRIL 5, 2011 (INCEPTION) TO DECEMBER 31, 2012


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Cash flow from operating activities
Net income (loss)	$	(509,286,409	)	$	(4,304,321	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(32,423,207	)		(6,303,800	)
Net sale (purchase) of short-term U.S. government and agency obligations		(97,445,279	)		—
Change in unrealized appreciation/depreciation on investments		(296,915	)		—
Change in offering cost		21,691			(21,691	)
Increase (Decrease) in management fee payable		92,397			4,264
Increase (Decrease) in payable on futures contracts		33,813,769			1,852,966
Increase (Decrease) in payable for offering costs		(28,764	)		28,764

Net cash provided by (used in) operating activities		(605,552,717	)		(8,743,818	)

Cash flow from financing activities
Proceeds from addition of shares		1,585,261,789			11,715,850
Payment on shares redeemed		(980,890,279	)		—

Net cash provided by (used in) financing activities		604,371,510			11,715,850

Net increase (decrease) in cash		(1,181,207	)		2,972,032
Cash, beginning of period		2,972,032			—

Cash, end of period	$	1,790,825		$	2,972,032

See accompanying notes to financial statements.

F-109

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	2,989,958	$	563,350
Segregated cash balances with brokers for futures contracts		34,109,998		—
Short-term U.S. government and agency obligations (Note 3) (cost $144,057,296 and $27,358,785, respectively)		144,060,921		27,357,824
Receivable from capital shares sold		2,518,068		1,909,463
Receivable on open futures contracts		—		742,451
Offering costs (Note 5)		—		1,090

Total assets		183,678,945		30,574,178

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		14,374,851		—
Payable on open futures contracts		31,540,181		—
Management fee payable		106,449		24,275

Total liabilities		46,021,481		24,275

Shareholders’ equity
Shareholders’ equity		137,657,464		30,549,903

Total liabilities and shareholders’ equity	$	183,678,945	$	30,574,178

Shares outstanding		8,200,005		400,005

Net asset value per share	$	16.79	$	76.37

Market value per share (Note 2)	$	17.01	$	75.74

See accompanying notes to financial statements.

F-110

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(105% of shareholders’ equity)
U.S. Treasury Bills:
0.090% due 01/10/13	$	1,444,000	$	1,443,990
0.105% due 02/07/13		22,447,000		22,446,328
0.097% due 02/14/13		41,769,000		41,767,504
0.054% due 02/21/13		15,723,000		15,722,345
0.077% due 03/28/13		9,903,000		9,902,182
0.055% due 04/25/13		52,791,000		52,778,572

Total short-term U.S. government and agency obligations (cost $144,057,296)			$	144,060,921

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires January 2013		4,208	$	74,481,600	$	2,368,824
VIX Futures - CBOE, expires February 2013		3,372		62,382,000		(2,590,243	)

					$	(221,419	)

††	Cash collateral in the amount of $34,109,998 was pledged to cover margin requirements for open futures contracts as of December 31, 2012

See accompanying notes to financial statements.

F-111

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(90% of shareholders’ equity)
U.S. Treasury Bills:
0.005% due 02/02/12†	$	3,117,000	$	3,116,988
0.002% due 02/09/12†		2,309,000		2,308,979
0.016% due 02/23/12†		1,096,000		1,095,986
0.001% due 03/15/12†		5,655,000		5,654,786
0.002% due 03/22/12†		7,424,000		7,423,690
0.002% due 04/05/12		5,625,000		5,624,652
0.011% due 05/10/12†		2,133,000		2,132,743

Total short-term U.S. government and agency obligations (cost $27,358,785)			$	27,357,824

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires January 2012		668	$	17,835,600	$	(1,871,470	)
VIX Futures - CBOE, expires February 2012		466		12,651,900		295,500

					$	(1,575,970	)

†	All or partial amount segregated as collateral for futures contracts.

See accompanying notes to financial statements.

F-112

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Year ended December 31, 2012			Year ended December 31, 2011
Investment Income
Interest	$	77,462		$	12,243

Expenses
Management fee		1,129,484			96,904
Offering costs		1,090			197,908

Total expenses		1,130,574			294,812

Net investment income (loss)		(1,053,112	)		(282,569	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(160,953,587	)		3,732,227
Short-term U.S. government and agency obligations		5,730			2,218

Net realized gain (loss)		(160,947,857	)		3,734,445

Change in net unrealized appreciation/depreciation on
Futures contracts		1,354,551			(1,575,970	)
Short-term U.S. government and agency obligations		4,586			(961	)

Change in net unrealized appreciation/depreciation		1,359,137			(1,576,931	)

Net realized and unrealized gain (loss)		(159,588,720	)		2,157,514

Net income (loss)	$	(160,641,832	)	$	1,874,945

Net income (loss) per weighted-average share	$	(31.38	)	$	3.44

Weighted-average shares outstanding		5,119,404			544,273

See accompanying notes to financial statements.

F-113

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Year ended December 31, 2012			Year ended December 31, 2011
Shareholders’ equity, beginning of period	$	30,549,903		$	400

Addition of 27,925,000 and 4,725,000 shares, respectively		801,055,108			297,178,431
Redemption of 20,125,000 and 4,325,000 shares, respectively		(533,305,715	)		(268,503,873	)

Net addition (redemption) of 7,800,000 and 400,000 shares, respectively		267,749,393			28,674,558


Net investment income (loss)		(1,053,112	)		(282,569	)
Net realized gain (loss)		(160,947,857	)		3,734,445
Change in net unrealized appreciation/depreciation		1,359,137			(1,576,931	)

Net income (loss)		(160,641,832	)		1,874,945


Shareholders’ equity, end of period	$	137,657,464		$	30,549,903

See accompanying notes to financial statements.

F-114

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Year ended December 31, 2012			Year ended December 31, 2011
Cash flow from operating activities
Net income (loss)	$	(160,641,832	)	$	1,874,945
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(34,109,998	)		—
Net sale (purchase) of short-term U.S. government and agency obligations		(116,698,511	)		(27,358,785	)
Change in unrealized appreciation/depreciation on investments		(4,586	)		961
Decrease (Increase) in receivable on futures contracts		742,451			(742,451	)
Change in offering cost		1,090			197,908
Increase (Decrease) in management fee payable		82,174			24,275
Increase (Decrease) in payable on futures contracts		31,540,181			—
Increase (Decrease) in payable for offering costs		—			(198,998	)

Net cash provided by (used in) operating activities		(279,089,031	)		(26,202,145	)

Cash flow from financing activities
Proceeds from addition of shares		800,446,503			295,268,968
Payment on shares redeemed		(518,930,864	)		(268,503,873	)

Net cash provided by (used in) financing activities		281,515,639			26,765,095

Net increase (decrease) in cash		2,426,608			562,950
Cash, beginning of period		563,350			400

Cash, end of period	$	2,989,958		$	563,350

See accompanying notes to financial statements.

F-115

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	2,236,726	$	5,521,055
Segregated cash balances with brokers for futures contracts		20,731,497		2,252,358
Short-term U.S. government and agency obligations (Note 3) (cost $53,683,800 and $0, respectively)		53,686,352		—
Receivable from capital shares sold		13,232,678		—
Receivable on open futures contracts		5,524,721		—
Offering costs (Note 5)		—		21,691

Total assets		95,411,974		7,795,104

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		12,699,384		—
Management fee payable		48,957		5,916
Payable for offering costs		—		28,764

Total liabilities		12,748,341		34,680

Shareholders’ equity
Shareholders’ equity		82,663,633		7,760,424

Total liabilities and shareholders’ equity	$	95,411,974	$	7,795,104

Shares outstanding		1,250,020		300,020

Net asset value per share (Note 1)	$	66.13	$	25.87

Market value per share (Note 1) (Note 2)	$	65.45	$	26.14

See accompanying notes to financial statements.

F-116

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(65% of shareholders’ equity)
U.S. Treasury Bills:
0.086% due 01/10/13	$	4,756,000	$	4,755,968
0.104% due 02/07/13		8,617,000		8,616,742
0.102% due 02/14/13		13,626,000		13,625,512
0.071% due 02/21/13		6,902,000		6,901,712
0.077% due 03/28/13		5,388,000		5,387,555
0.066% due 04/18/13		8,636,000		8,634,220
0.061% due 04/25/13		5,766,000		5,764,643

Total short-term U.S. government and agency obligations (cost $53,683,800)			$	53,686,352

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires January 2013		2,556	$	45,241,200	$	(2,014,234	)
VIX Futures - CBOE, expires February 2013		2,051		37,943,500		627,059

					$	(1,387,175	)

††	Cash collateral in the amount of $20,731,497 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

See accompanying notes to financial statements.

F-117

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires January 2012		171	$	4,565,700	$	181,280
VIX Futures - CBOE, expires February 2012		119		3,230,850		(91,100	)

					$	90,180

††	Cash collateral in the amount of $2,252,358 was pledged to cover margin requirements for open futures contracts as of December 31, 2011.

See accompanying notes to financial statements.

F-118

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012 AND PERIOD FROM APRIL 5, 2011 (INCEPTION)

TO DECEMBER 31, 2011


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Investment Income
Interest	$	18,261		$	1

Expenses
Management fee		196,650			5,916
Brokerage commissions		189,549			3,345
Offering costs		69,761			7,073

Total expenses		455,960			16,334

Net investment income (loss)		(437,699	)		(16,333	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		13,203,419			1,355,975
Short-term U.S. government and agency obligations		2,652			(138	)

Net realized gain (loss)		13,206,071			1,355,837

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,477,355	)		90,180
Short-term U.S. government and agency obligations		2,552			—

Change in net unrealized appreciation/depreciation		(1,474,803	)		90,180

Net realized and unrealized gain (loss)		11,731,268			1,446,017

Net income (loss)	$	11,293,569		$	1,429,684

Net income (loss) per weighted-average share (Note 1)	$	21.62		$	6.12

Weighted-average shares outstanding (Note 1)		522,288			233,728

See accompanying notes to financial statements.

F-119

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2012 AND PERIOD FROM APRIL 5, 2011 (INCEPTION)

TO DECEMBER 31, 2011


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Shareholders’ equity, beginning of period	$	7,760,424		$	—

Addition of 10,450,000 and 300,020 shares, respectively (Note 1)		536,782,526			6,330,740
Redemption of 9,500,000 and 0 shares, respectively (Note 1)		(473,172,886	)		—

Net addition (redemption) of 950,000 and 300,020 shares, respectively (Note 1)		63,609,640			6,330,740


Net investment income (loss)		(437,699	)		(16,333	)
Net realized gain (loss)		13,206,071			1,355,837
Change in net unrealized appreciation/depreciation		(1,474,803	)		90,180

Net income (loss)		11,293,569			1,429,684


Shareholders’ equity, end of period	$	82,663,633		$	7,760,424

See accompanying notes to financial statements.

F-120

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012 AND PERIOD FROM APRIL 5, 2011 (INCEPTION)

TO DECEMBER 31, 2011


	Year ended December 31, 2012			April 5, 2011 (Inception) through December 31, 2011
Cash flow from operating activities
Net income (loss)	$	11,293,569		$	1,429,684
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(18,479,139	)		(2,252,358	)
Net sale (purchase) of short-term U.S. government and agency obligations		(53,683,800	)		—
Change in unrealized appreciation/depreciation on investments		(2,552	)		—
Decrease (Increase) in receivable on futures contracts		(5,524,721	)		—
Change in offering cost		21,691			(21,691	)
Increase (Decrease) in management fee payable		43,041			5,916
Increase (Decrease) in payable for offering costs		(28,764	)		28,764

Net cash provided by (used in) operating activities		(66,360,675	)		(809,685	)

Cash flow from financing activities
Proceeds from addition of shares		523,549,848			6,330,740
Payment on shares redeemed		(460,473,502	)		—

Net cash provided by (used in) financing activities		63,076,346			6,330,740

Net increase (decrease) in cash		(3,284,329	)		5,521,055
Cash, beginning of period		5,521,055			—

Cash, end of period	$	2,236,726		$	5,521,055

See accompanying notes to financial statements.

F-121

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	2,063,715	$	627,557
Segregated cash balances with brokers for futures contracts		7,830,000		—
Short-term U.S. government and agency obligations (Note 3) (cost $79,927,870 and $89,398,343, respectively)		79,930,866		89,392,389
Receivable on open futures contracts		—		798,319
Offering costs (Note 5)		—		682
Limitation by Sponsor		—		2,481

Total assets		89,824,581		90,821,428

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		50,571,549		—
Payable on open futures contracts		1,890,675		—
Management fee payable		59,365		—

Total liabilities		52,521,589		—

Shareholders’ equity
Shareholders’ equity		37,302,992		90,821,428

Total liabilities and shareholders’ equity	$	89,824,581	$	90,821,428

Shares outstanding		1,075,005		1,225,005

Net asset value per share	$	34.70	$	74.14

Market value per share (Note 2)	$	34.22	$	74.13

See accompanying notes to financial statements.

F-122

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2012


	Principal Amount		Value
Short-term U.S. government and agency obligations
(214% of shareholders’ equity)
U.S. Treasury Bills:
0.090% due 01/10/13	$	1,475,000	$	1,474,990
0.100% due 01/31/13		40,751,000		40,749,851
0.102% due 02/07/13		1,558,000		1,557,953
0.095% due 02/14/13		5,987,000		5,986,785
0.064% due 02/21/13		9,153,000		9,152,619
0.077% due 03/28/13		4,023,000		4,022,668
0.061% due 04/25/13		16,990,000		16,986,000

Total short-term U.S. government and agency obligations (cost $79,927,870)			$	79,930,866

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires April 2013		322	$	6,568,800	$	(673,760	)
VIX Futures - CBOE, expires May 2013		580		12,180,000		(991,470	)
VIX Futures - CBOE, expires June 2013		580		12,702,000		233,160
VIX Futures - CBOE, expires July 2013		258		5,869,500		(38,340	)

					$	(1,470,410	)

††	Cash collateral in the amount of $7,830,000 was pledged to cover margin requirements for open futures contracts as of December 31, 2012.

See accompanying notes to financial statements.

F-123

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011


	Principal Amount		Value
Short-term U.S. government and agency obligations
(98% of shareholders’ equity)
U.S. Treasury Bills:
0.016% due 01/19/12†	$	285,000	$	285,000
0.005% due 02/02/12†		2,933,000		2,932,989
0.002% due 03/08/12†		6,991,000		6,990,763
0.003% due 03/22/12†		9,774,000		9,773,592
0.002% due 04/05/12		7,099,000		7,098,561
0.011% due 05/10/12†		62,319,000		62,311,484

Total short-term U.S. government and agency obligations (cost $89,398,343)			$	89,392,389

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires April 2012		616	$	17,494,400	$	(1,596,450	)
VIX Futures - CBOE, expires May 2012		1,047		30,048,900		(2,372,050	)
VIX Futures - CBOE, expires June 2012		1,047		30,467,700		(2,237,250	)
VIX Futures - CBOE, expires July 2012		431		12,822,250		93,000

					$	(6,112,750	)

†	All or partial amount segregated as collateral for futures contracts.

See accompanying notes to financial statements.

F-124

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Year ended December 31, 2012			Year ended December 31, 2011
Investment Income
Interest	$	49,908		$	4,090

Expenses
Management fee		835,393			—
Offering costs		682			123,692
Limitation by Sponsor		—			(2,481	)

Total expenses		836,075			121,211

Net investment income (loss)		(786,167	)		(117,121	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(75,241,919	)		(514,060	)
Short-term U.S. government and agency obligations		47			333

Net realized gain (loss)		(75,241,872	)		(513,727	)

Change in net unrealized appreciation/depreciation on
Futures contracts		4,642,340			(6,112,750	)
Short-term U.S. government and agency obligations		8,950			(5,954	)

Change in net unrealized appreciation/depreciation		4,651,290			(6,118,704	)

Net realized and unrealized gain (loss)		(70,590,582	)		(6,632,431	)

Net income (loss)	$	(71,376,749	)	$	(6,749,552	)

Net income (loss) per weighted-average share	$	(36.77	)	$	(34.29	)

Weighted-average shares outstanding		1,941,194			196,828

See accompanying notes to financial statements.

F-125

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Year ended December 31, 2012			Year ended December 31, 2011
Shareholders’ equity, beginning of period	$	90,821,428		$	400

Addition of 2,425,000 and 1,600,000 shares, respectively		127,092,035			123,191,472
Redemption of 2,575,000 and 375,000 shares, respectively		(109,233,722	)		(25,620,892	)

Net addition (redemption) of (150,000) and 1,225,000 shares, respectively		17,858,313			97,570,580


Net investment income (loss)		(786,167	)		(117,121	)
Net realized gain (loss)		(75,241,872	)		(513,727	)
Change in net unrealized appreciation/depreciation		4,651,290			(6,118,704	)

Net income (loss)		(71,376,749	)		(6,749,552	)


Shareholders’ equity, end of period	$	37,302,992		$	90,821,428

See accompanying notes to financial statements.

F-126

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Year ended December 31, 2012			Year ended December 31, 2011
Cash flow from operating activities
Net income (loss)	$	(71,376,749	)	$	(6,749,552	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(7,830,000	)		—
Net sale (purchase) of short-term U.S. government and agency obligations		9,470,473			(89,398,343	)
Change in unrealized appreciation/depreciation on investments		(8,950	)		5,954
Decrease (Increase) in receivable on futures contracts		798,319			(798,319	)
Decrease (Increase) in Limitation by Sponsor		2,481			(2,481	)
Change in offering cost		682			123,692
Increase (Decrease) in management fee payable		59,365			—
Increase (Decrease) in payable on futures contracts		1,890,675			—
Increase (Decrease) in payable for offering costs		—			(124,374	)

Net cash provided by (used in) operating activities		(66,993,704	)		(96,943,423	)

Cash flow from financing activities
Proceeds from addition of shares		127,092,035			123,191,472
Payment on shares redeemed		(58,662,173	)		(25,620,892	)

Net cash provided by (used in) financing activities		68,429,862			97,570,580

Net increase (decrease) in cash		1,436,158			627,157
Cash, beginning of period		627,557			400

Cash, end of period	$	2,063,715		$	627,557

See accompanying notes to financial statements.

F-127

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENT OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	200	$	200
Offering costs (Note 5)		90,800		90,800

Total assets		91,000		91,000


Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		90,800		90,800

Total liabilities		90,800		90,800


Shareholders’ equity
Shareholders’ equity	$	200	$	200

Total liabilities and shareholders’ equity	$	91,000	$	91,000

*	As of December 31, 2012 and 2011, ProShares Managed Futures Strategy had seed capital, but had not commenced investment operations. See Note 1.

See accompanying notes to financial statements.

F-128

PROSHARES COMMODITY MANAGED FUTURES STRATEGY*

STATEMENT OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	200	$	200
Offering costs (Note 5)		62,100		62,100

Total assets		62,300		62,300


Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		62,100		62,100

Total liabilities		62,100		62,100


Shareholders’ equity
Shareholders’ equity	$	200	$	200

Total liabilities and shareholders’ equity	$	62,300	$	62,300

*	As of December 31, 2012 and 2011, ProShares Commodity Managed Futures Strategy had seed capital, but had not commenced investment operations. See Note 1.

See accompanying notes to financial statements.

F-129

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION


	December 31, 2012		December 31, 2011
Assets
Cash	$	19,959,356	$	19,145,045
Segregated cash balances with brokers for futures contracts		141,659,913		34,136,628
Short-term U.S. government and agency obligations (Note 3) (cost $3,335,156,145 and $3,314,826,965, respectively)		3,335,285,580		3,314,757,692
Unrealized appreciation on swap agreements		33,783,473		3,215,991
Unrealized appreciation on forward agreements		23,037,541		76,417,081
Unrealized appreciation on foreign currency forward contracts		38,201,334		67,533,681
Receivable from capital shares sold		47,672,102		62,130,059
Receivable on open futures contracts		9,613,025		2,247,035
Offering costs (Note 5)		257,927		1,481,880
Limitation by Sponsor		5,373		2,481

Total assets		3,649,475,624		3,581,067,573

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		148,045,139		20,503,124
Payable on open futures contracts		74,986,160		1,852,966
Management fee payable		2,729,857		2,597,445
Payable for Offering Costs		316,900		1,507,202
Unrealized depreciation on swap agreements		5,913,328		10,714,573
Unrealized depreciation on forward agreements		161,392,764		260,163,053
Unrealized depreciation on foreign currency forward contracts		13,641,868		4,882,358

Total liabilities		407,026,016		302,220,721

Shareholders’ equity
Shareholders’ equity		3,242,449,608		3,278,846,852

Total liabilities and shareholders’ equity	$	3,649,475,624	$	3,581,067,573

Shares outstanding		97,287,082		96,673,263

See accompanying notes to financial statements.

F-130

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Investment Income
Interest	$	2,215,112		$	1,488,418		$	2,204,494

Expenses
Management fee		32,848,387			30,117,213			14,363,309
Brokerage commissions		1,918,624			188,289			220,365
Offering costs		328,105			348,694			—
Limitation by Sponsor		(5,373	)		(2,481	)		—

Total expenses		35,089,743			30,651,715			14,583,674

Net investment income (loss)		(32,874,631	)		(29,163,297	)		(12,379,180	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(725,476,541	)		56,934,780			70,572,775
Swap agreements		(45,027,781	)		83,959,005			104,723,688
Forward agreements		(138,196,778	)		(333,939,804	)		158,549,191
Foreign currency forward contracts		73,287,609			(54,519,334	)		26,650,703
Short-term U.S. government and agency obligations		76,646			86,757			140,591

Net realized gain (loss)		(835,336,845	)		(247,478,596	)		360,636,948

Change in net unrealized appreciation/depreciation on
Futures contracts		22,356,416			(14,502,350	)		(7,696,405	)
Swap agreements		35,368,727			(10,628,218	)		(17,978,314	)
Forward agreements		45,390,749			(225,660,391	)		49,373,740
Foreign currency forward contracts		(38,091,857	)		101,351,372			(44,927,013	)
Short-term U.S. government and agency obligations		198,708			(141,848	)		119,604

Change in net unrealized appreciation/depreciation		65,222,743			(149,581,435	)		(21,108,388	)

Net realized and unrealized gain (loss)		(770,114,102	)		(397,060,031	)		339,528,560

Net income (loss)	$	(802,988,733	)	$	(426,223,328	)	$	327,149,380

See accompanying notes to financial statements.

F-131

PROSHARES TRUST II

COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Shareholders’ equity, beginning of period	$	3,278,846,852		$	2,028,159,279		$	1,036,945,528

Addition of 141,127,515, 142,049,234 and 88,454,343 shares, respectively		5,711,597,237			6,261,642,221			3,380,476,387
Redemption of 140,513,696*, 91,766,731 and 66,227,197 shares, respectively		(4,945,005,748	)		(4,584,731,320	)		(2,716,412,016	)

Net addition (redemption) of 613,819, 50,282,503 and 22,227,146 shares, respectively		766,591,489			1,676,910,901			664,064,371


Net investment income (loss)		(32,874,631	)		(29,163,297	)		(12,379,180	)
Net realized gain (loss)		(835,336,845	)		(247,478,596	)		360,636,948
Change in net unrealized appreciation/depreciation		65,222,743			(149,581,435	)		(21,108,388	)

Net income (loss)		(802,988,733	)		(426,223,328	)		327,149,380


Shareholders’ equity, end of period	$	3,242,449,608		$	3,278,846,852		$	2,028,159,279

*	Amount includes $6,600 of redemptions related to de-registration of certain Funds. See Note 1.

See accompanying notes to financial statements.

F-132

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010


	Year ended December 31, 2012			Year ended December 31, 2011			Year ended December 31, 2010
Cash flow from operating activities
Net income (loss)	$	(802,988,733	)	$	(426,223,328	)	$	327,149,380
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances for swap agreements		—			—			485,000
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(107,523,285	)		(15,512,027	)		1,110,593
Net sale (purchase) of short-term U.S. government and agency obligations		(20,329,180	)		(1,278,435,361	)		(995,453,703	)
Change in unrealized appreciation/depreciation on investments		(42,866,327	)		135,079,085			13,411,983
Decrease (Increase) in receivable on futures contracts		(7,365,990	)		1,240,366			(1,988,027	)
Decrease (Increase) in Limitation by Sponsor		(2,892	)		(2,481	)		—
Change in offering costs		1,223,953	*		(1,084,596	)		(323,372	)
Increase (Decrease) in management fee payable		132,412			964,090			793,254
Increase (Decrease) in payable on futures contracts		73,133,194			390,599			191,298
Increase (Decrease) in payable for offering costs		(1,190,302	)*		1,109,918			323,372

Net cash provided by (used in) operating activities		(907,777,150	)		(1,582,473,735	)		(654,300,222	)

Cash flow from financing activities
Proceeds from addition of shares		5,726,055,194			6,199,512,162			3,388,721,333
Payment on shares redeemed		(4,817,463,733	)**		(4,610,918,074	)		(2,722,363,462	)

Net cash provided by (used in) financing activities		908,591,461			1,588,594,088			666,357,871

Net increase (decrease) in cash		814,311			6,120,353			12,057,649
Cash, beginning of period		19,145,045			13,024,692			967,043

Cash, end of period	$	19,959,356		$	19,145,045		$	13,024,692

*	Amount includes $1,079,526 of offering cost related to de-registration of certain Funds. See Note 1.

**	Amount includes $6,600 of redemptions related to de-registration of certain Funds. See Note 1.

See accompanying notes to financial statements.

F-133

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

December 31, 2012

NOTE 1—ORGANIZATION

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of December 31, 2012, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares UltraShort DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares Ultra Australian Dollar, ProShares UltraShort Australian Dollar, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen (each, a “Leveraged Fund” and together with ProShares UltraPro Short Euro (listed below), the “Leveraged Funds”); (ii) ProShares Short Euro (the “Short Euro Fund”); (iii) ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Leveraged Fund, Short Euro Fund, Geared VIX Fund or Matching VIX Fund. The Shares of each Leveraged Fund, the Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements.

The Trust registered shares for thirty-two additional series: (i) ProShares Short DJ-UBS Natural Gas and ProShares Short Gold (collectively, the “Short Funds”); (ii) ProShares UltraShort VIX Short-Term Futures ETF, ProShares Ultra VIX Mid-Term Futures ETF, ProShares Short VIX Mid-Term Futures ETF and ProShares UltraShort VIX Mid-Term Futures ETF (collectively, the “New Geared VIX Funds”); (iii) ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy (each, a “Managed Futures Fund” and collectively, the “Managed Futures Funds”); (iv) ProShares Financial Managed Futures Strategy; (v) ProShares UltraPro Australian Dollar, ProShares Short Australian Dollar, ProShares UltraPro Short Australian Dollar, ProShares UltraPro Canadian Dollar, ProShares Ultra Canadian Dollar, ProShares Short Canadian Dollar, ProShares UltraShort Canadian Dollar, ProShares UltraPro Short Canadian Dollar, ProShares UltraPro Euro, ProShares UltraPro Short Euro, ProShares UltraPro Swiss Franc, ProShares Ultra Swiss Franc, ProShares Short Swiss Franc, ProShares UltraShort Swiss Franc, ProShares UltraPro Short Swiss Franc, ProShares UltraPro Yen, ProShares Short Yen and ProShares UltraPro Short Yen; and (vi) ProShares UltraPro U.S. Dollar, ProShares Ultra U.S. Dollar, ProShares Short U.S. Dollar, ProShares UltraShort U.S. Dollar and ProShares UltraPro Short U.S. Dollar (collectively, the “Currency Index Funds”). ProShares UltraPro Short Euro and the Managed Futures Funds are collectively referred to herein as the “New Funds”.

On June 25, 2012, the registered offerings for ProShares UltraPro Australian Dollar, ProShares Short Australian Dollar, ProShares UltraPro Short Australian Dollar, ProShares UltraPro Canadian Dollar, ProShares Short Canadian Dollar, ProShares UltraPro Short Canadian Dollar, ProShares UltraPro Euro, ProShares UltraPro Short Euro, ProShares UltraPro Swiss Franc, ProShares Short Swiss Franc, ProShares UltraPro Short Swiss Franc, ProShares UltraPro Yen, ProShares UltraPro Short Yen and each Currency Index Fund, each of which had never been publicly offered, were terminated. On June 26, 2012, the registered offerings for the Short Funds and the New Geared VIX Funds, each of which had never been publicly offered, were terminated. On September 28, 2012, the registered offerings for ProShares Ultra Canadian Dollar, ProShares UltraShort Canadian Dollar, ProShares Ultra Swiss Franc, ProShares UltraShort Swiss Franc and ProShares Short Yen, each of which had never been publicly offered, were terminated. On December 5, 2012, a new offering of ProShares UltraPro Short Euro was registered on a Form S-1 Registration Statement (No. 333-185288). On January 30, 2013, the registered offering for ProShares Financial Managed Futures Strategy, which had never been publicly offered, was terminated. Thus, as of December 31, 2012, the only Funds that have registered amounts, in addition to the twenty-one series of the Trust that have commenced investment operations, are the New Funds.

F-134

As of December 31, 2012, each of the New Funds had seed capital, but none of the New Funds had commenced investment operations; therefore, these Financial Statements do not include Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity or Statements of Cash Flows for the New Funds.

The Trust had no operations prior to November 24, 2008, other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares at an aggregate purchase price of $350 in each of the following Funds: ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen.

Eight of the Funds, ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen, commenced trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, and ProShares UltraShort Silver, commenced trading on the NYSE Arca on December 3, 2008. Two of the Funds, ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF, commenced trading on the NYSE Arca on January 3, 2011. Two of the Funds, ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF, commenced trading on the NYSE Arca on October 3, 2011. Two of the Funds, ProShares Ultra DJ-UBS Natural Gas and ProShares UltraShort DJ-UBS Natural Gas, commenced trading on the NYSE Arca on October 4, 2011. One of the Funds, ProShares Short Euro, commenced trading on the NYSE Arca on June 26, 2012. Two of the Funds, ProShares Ultra Australian Dollar and ProShares UltraShort Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012. As of December 31, 2012, the New Funds have not yet commenced trading.

Groups of Funds are collectively referred to in several different ways. References to “Ultra Funds,” “Short Funds,” “UltraShort Funds” or UltraPro Short Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds”, “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories. References to “Managed Futures Funds” refer to the different Funds according to which index the Fund intends to gain exposure.

Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to two times (2x) the daily performance of its corresponding benchmark. Each “Short” Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results (before fees and expenses) that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. The “UltraPro Short” Fund will seek daily investment results (before fees and expenses) that correspond to three times the inverse (-3x) of the daily performance of its corresponding benchmark. Daily performance is measured from the calculation of one NAV to the next. Each of the Funds generally invests in Financial Instruments (i.e., instruments whose value is derived from the value of an underlying asset, rate or index, including futures contracts, swap agreements, forward contracts and other instruments) as a substitute for investing directly in commodities, currencies, or spot volatility products in order to gain exposure to the commodity futures index, commodity, currency exchange rate, equity volatility index or applicable commodity or financial futures contracts. Financial Instruments also are used to produce economically “leveraged”, “inverse” or “inverse leveraged” investment results for the Geared Funds. Each Matching VIX Fund seeks results (before fees and expenses), both over a single day and over time, that match the performance of the S&P 500 VIX Short-Term Futures Index (the “Short-Term VIX Index”) or the S&P 500 VIX Mid-Term Futures Index (the “Mid-Term VIX Index”) (each a “VIX Futures Index”). Each Geared VIX Fund seeks daily investment results (before fees and expenses) that correspond to a multiple or the inverse of the daily performance of a benchmark. Each VIX Fund intends to obtain exposure to its benchmark by investing primarily in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”). The Managed Futures Funds will seek to provide investment results (before fees and expenses) that correspond to the performance of the S&P Dynamic Futures Index (the “DFI”) or the S&P Dynamic Commodities Futures Index (the “DCFI” or “Sub-Index”). Each Managed Futures Fund intends to obtain exposure to the DFI or to the DCFI, as applicable, by primarily investing in unleveraged positions in U.S. exchange-traded futures contracts on sixteen different tangible commodities (the “Commodity Futures Contracts”) or futures contracts on eight different financials, such as major currencies and U.S. Treasury securities (the “Financial Futures Contracts” and together with the Commodity Futures Contracts, the “Index Components”).

F-135

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Accordingly, results over periods of time greater than a single day should not be expected to be a simple multiple (e.g., 2x, -1, -2x or -3x) of the period return of the corresponding benchmark and will likely differ significantly. The Matching VIX Funds and the Managed Futures Funds seek to achieve their stated investment objective both over a single day and over time.

ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas and ProShares UltraShort DJ-UBS Natural Gas each have a benchmark that is an index designed to track the performance of commodity futures contracts, as applicable. The daily performance of these indexes and the corresponding funds will likely be very different from the daily performance of the price of the related physical commodities.

Renaming of Index

Effective as of January 2, 2012, the official name for the Dow Jones-UBS Crude Oil Subindex^SM (Ticker: DJUBSCL) changed to the Dow Jones-UBS WTI Crude Oil Subindex^SM. The ticker did not change as a result of the name change.

Share Splits and Reverse Share Splits

The table below includes Share splits and reverse Share splits for the Funds during the years ended December 31, 2010, 2011 and 2012. The ticker symbols for these Funds did not change, and each Fund continues to trade on the NYSE Arca.


Fund	Execution Date (Prior to Opening of Trading)	Type of Split	Date Trading Resumed at Post- Split Price

ProShares UltraShort Gold	April 15, 2010	1-for-5 reverse Share split	April 15, 2010
ProShares UltraShort Silver	April 15, 2010	1-for-10 reverse Share split	April 15, 2010
ProShares UltraShort DJ-UBS Commodity	February 25, 2011	1-for-5 reverse Share split	February 25, 2011
ProShares UltraShort DJ-UBS Crude Oil	February 25, 2011	1-for-5 reverse Share split	February 25, 2011
ProShares UltraShort Silver	February 25, 2011	1-for-4 reverse Share split	February 25, 2011
ProShares Ultra DJ-UBS Crude Oil	February 25, 2011	1-for-4 reverse Share split	February 25, 2011
ProShares Ultra Silver	October 13, 2011	2-for-1 Share split	October 13, 2011
ProShares UltraShort Yen	October 13, 2011	1-for-3 reverse Share split	October 13, 2011
ProShares Ultra VIX Short-Term Futures ETF	March 8, 2012	1-for-6 reverse Share split	March 8, 2012
ProShares UltraShort DJ-UBS Natural Gas	May 11, 2012	3-for-1 Share split	May 11, 2012
ProShares Ultra DJ-UBS Natural Gas	May 11, 2012	1-for-5 reverse Share split	May 11, 2012
ProShares UltraShort Silver	May 11, 2012	1-for-5 reverse Share split	May 11, 2012
ProShares Ultra VIX Short-Term Futures ETF	September 7, 2012	1-for-10 reverse Share split	September 7, 2012
ProShares Short VIX Short-Term Futures ETF	October 5, 2012	2-for-1 Share split	October 5, 2012
ProShares UltraShort Gold	October 5, 2012	1-for-4 reverse Share split	October 5, 2012

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort Yen, ProShares Ultra VIX Short-Term Futures ETF and ProShares Ultra DJ-UBS Natural Gas, 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 splits were applied retroactively for all periods presented, increasing the number of Shares outstanding for ProShares Ultra Silver, ProShares UltraShort DJ-UBS Natural Gas and ProShares Short VIX Short-Term Futures ETF, and resulted in a proportionate decrease in the price per Share and per Share information of each such Fund. Therefore, the splits did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

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NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates & Indemnifications

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these financial statements. Actual results could differ from those estimates.

In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote.

Basis of Presentation

Pursuant to rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), audited financial statements are presented for the Trust as a whole, as the SEC registrant, and for each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable only against the assets of such Fund and not against the assets of the Trust generally or any other Fund. Accordingly, the assets of one Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Shares in that Fund.

Statement of Cash Flows

The cash amount shown in the Statements of Cash Flows is the amount reported as cash in the Statement of Financial Condition dated December 31, 2012 and 2011, and represents non-segregated cash with the custodian and does not include short-term investments.

Final Net Asset Value for Fiscal Period

The times of the calculation of the Leveraged Funds’, the Short Euro Fund’s, the Geared VIX Funds’ and the Matching VIX Funds’ final net asset value for creation and redemption of fund shares for the year ended December 31, 2012 were as follows. All times are Eastern Standard Time:


	NAV Calculation Time	NAV Calculation Date
Ultra Silver, UltraShort Silver	7:00 a.m.	December 31
Ultra Gold, UltraShort Gold	10:00 a.m.	December 28
Ultra DJ-UBS Commodity, UltraShort DJ-UBS Commodity	3:00 p.m.	December 31
Ultra DJ-UBS Crude Oil, UltraShort DJ-UBS Crude Oil	2:30 p.m.	December 31
Ultra DJ-UBS Natural Gas, UltraShort DJ-UBS Natural Gas	2:30 p.m.	December 31
Ultra Australian Dollar, UltraShort Australian Dollar	4:00 p.m.	December 31
Ultra Euro, Short Euro, UltraShort Euro	4:00 p.m.	December 31
Ultra Yen, UltraShort Yen	4:00 p.m.	December 31
Ultra VIX Short-Term Futures ETF, VIX Short-Term Futures ETF, Short VIX Short-Term Futures ETF	4:15 p.m.	December 31
VIX Mid-Term Futures ETF	4:15 p.m.	December 31

Although the Leveraged Funds’, the Short Euro Fund’s, the Geared VIX Funds’ and the Matching VIX 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 year ended December 31, 2012.

Market value per share is determined at the close of the NYSE Arca and may be later than when the Funds’ NAV per share is calculated.

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For financial reporting purposes, the Leveraged Funds, the Short Euro Fund, the VIX 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 Leveraged Funds’, the Short Euro Fund’s, and the VIX Funds’ final creation/redemption NAV for the year ended December 31, 2012.

Investment Valuation

Short-term investments are valued at amortized cost which approximates fair value. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations. In each of these situations, valuations are typically categorized as Level I in the fair value hierarchy.

Derivatives (e.g., futures contracts 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. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at the last settled price. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Leveraged Funds’, the Short Euro Fund’s and the VIX Funds’ policies are intended to result in a calculation of a Leveraged Fund’s, the Short Euro Fund’s or a VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, a Leveraged Fund, the Short Euro Fund or a VIX Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a Leveraged Fund, the Short Euro Fund or a VIX Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

Fair Value of Financial Instruments

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows:

Level I—Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II—Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level III—Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

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In some instances, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest input level that is significant to the fair value measurement in its entirety.

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 December 31, 2012 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
Ultra DJ-UBS Commodity	$	6,240,951	$	—		$	—		$	—		$	(306,268	)	$	5,934,683
UltraShort DJ-UBS Commodity		2,803,904		—			—			—			148,502			2,952,406
Ultra DJ-UBS Crude Oil		437,662,650		21,960,410			—			—			33,333,620			492,956,680
UltraShort DJ-UBS Crude Oil		87,046,389		(4,029,721	)		—			—			(5,607,060	)		77,409,608
Ultra DJ-UBS Natural Gas		64,313,224		(3,816,950	)		—			—			—			60,496,274
UltraShort DJ-UBS Natural Gas		10,042,731		409,135			—			—			—			10,451,866
Ultra Gold		350,624,904		(15,240	)		(15,652,058	)		—			—			334,957,606
UltraShort Gold		88,575,398		15,240			3,729,856			—			—			92,320,494
Ultra Silver		891,057,386		(40,020	)		(145,740,706	)		—			—			745,276,660
UltraShort Silver		86,206,701		40,020			19,307,685			—			—			105,554,406
Ultra Australian Dollar		3,570,894		(99,030	)		—			—			—			3,471,864
UltraShort Australian Dollar		3,302,907		85,590			—			—			—			3,388,497
Ultra Euro		4,546,944		—			—			87,159			—			4,634,103
Short Euro		3,409,904		(55,056	)		—			—			—			3,354,848
UltraShort Euro		553,430,562		—			—			(13,147,572	)		—			540,282,990
Ultra Yen		4,587,918		—			—			(494,296	)		—			4,093,622
UltraShort Yen		362,743,231		—			—			38,114,175			—			400,857,406
Ultra VIX Short-Term Futures ETF		97,440,843		2,057,062			—			—			301,351			99,799,256
VIX Short-Term Futures ETF		144,060,921		(221,419	)		—			—			—			143,839,502
Short VIX Short-Term Futures ETF		53,686,352		(1,387,175	)		—			—			—			52,299,177
VIX Mid-Term Futures ETF		79,930,866		(1,470,410	)		—			—			—			78,460,456

Total Trust	$	3,335,285,580	$	13,432,436		$	(138,355,223	)	$	24,559,466		$	27,870,145		$	3,262,792,404

At December 31, 2012, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

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

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The following table summarizes the valuation of investments at December 31, 2011 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
Ultra DJ-UBS Commodity	$	9,713,685	$	—		$	—		$	—		$	(707,177	)	$	9,006,508
UltraShort DJ-UBS Commodity		8,534,690		—			—			—			570,751			9,105,441
Ultra DJ-UBS Crude Oil		246,919,569		(1,365,330	)		—			—			(10,007,396	)		235,546,843
UltraShort DJ-UBS Crude Oil		131,934,193		247,040			—			—			2,645,240			134,826,473
Ultra DJ-UBS Natural Gas		—		(825,510	)		—			—			—			(825,510	)
UltraShort DJ-UBS Natural Gas		2,621,684		1,381,010			—			—			—			4,002,694
Ultra Gold		399,317,740		(41,660	)		(80,836,280	)		—			—			318,439,800
UltraShort Gold		164,673,175		41,800			33,401,358			—			—			198,116,333
Ultra Silver		771,925,669		(60,850	)		(179,326,773	)		—			—			592,538,046
UltraShort Silver		215,352,919		60,850			43,015,723			—			—			258,429,492
Ultra Euro		10,068,707		—			—			(518,212	)		—			9,550,495
UltraShort Euro		1,012,174,281		—			—			67,430,954			—			1,079,605,235
Ultra Yen		5,366,875		—			—			102,727			—			5,469,602
UltraShort Yen		219,404,292		—			—			(4,364,146	)		—			215,040,146
Ultra VIX Short-Term Futures ETF		—		(762,790	)		—			—			—			(762,790	)
VIX Short-Term Futures ETF		27,357,824		(1,575,970	)		—			—			—			25,781,854
Short VIX Short-Term Futures ETF		—		90,180			—			—			—			90,180
VIX Mid-Term Futures ETF		89,392,389		(6,112,750	)		—			—			—			83,279,639

Total Trust	$	3,314,757,692	$	(8,923,980	)	$	(183,745,972	)	$	62,651,323		$	(7,498,582	)	$	3,177,240,481

At December 31, 2011, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

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

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation/depreciation on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation/depreciation between periods are reflected in the Statements of Operations. Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Brokerage Commissions and Fees

Each Fund pays or will pay its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income or similar securities would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis. For the year ended December 31, 2012, the Sponsor paid and is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds.

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is or will be treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is or will be required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

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Management of the Funds has reviewed all open tax years and major jurisdictions (i.e. the last four tax year ends and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to, on-going analysis of tax law, regulation, and interpretations thereof.

New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”) requiring disclosure of both gross and net information related to offsetting and related arrangements enabling users of its financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. ASU 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the Funds’ net assets. At this time, management is evaluating any impact ASU 2011-11 may have on the Funds’ financial statements disclosures.

NOTE 3—INVESTMENTS

Short-Term Investments

The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements and/or used as collateral for a Fund’s trading in futures and forward contracts.

Accounting for Derivative Instruments

In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions, including derivative positions, which the Sponsor believes in combination should produce returns consistent with a Fund’s objective.

All open derivative positions at period-end for each Fund are disclosed in the Schedule of Investments and the notional value of these open positions relative to the shareholders’ equity of each Fund is generally representative of the notional value of open positions to shareholders’ equity throughout the reporting period for each respective Fund. The volume associated with derivative positions varies on a daily basis as each Fund transacts derivative contracts in order to achieve the appropriate exposure, as expressed in notional value, in comparison to shareholders’ equity consistent with each Fund’s investment objective.

Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type.

Futures Contracts

The Funds enter into futures contracts to gain exposure to changes in the value of, or as a substitute for investing directly in (or shorting), an underlying index, currency or commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of asset at a specified time and place. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity, if applicable, or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery, or by cash settlement at expiration of contract.

Upon entering into a futures contract, each Fund is required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is effected. The initial margin is segregated as cash balances with brokers for futures contracts, as disclosed in the Statements of Financial Condition, and is restricted as to its use. The Funds that enter into futures contracts maintain collateral at the broker in the form of cash. Pursuant to the futures contract, each Fund generally agrees to receive from or pay to the broker(s) an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation margin and are recorded by each Fund as unrealized gains or losses. Each Fund will realize a gain or loss upon closing of a futures transaction.

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk or equity market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying index or commodity and the possibility of an illiquid market for a futures contract. With futures

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contracts, there is minimal but some counterparty risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against default. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified times during the day. Futures contracts prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a Fund to substantial losses. If trading is not possible, or if a Fund determines not to close a futures position in anticipation of adverse price movements, the Fund will be required to make daily cash payments of variation margin. The risk of the Fund will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market.

Swap Agreements

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying index, currency or commodity, or to create an economic hedge against a position. Swap agreements are two-party contracts entered into primarily with major global financial institutions for a specified period, ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. In the case of futures contracts based indices, such as those used by the Commodity Index Funds, the reference interest rate is zero, although a financing spread or fee is normally still applied. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments.

Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by a Matching VIX Fund or an Ultra Fund, the Matching VIX Fund or Ultra Fund would be entitled to settlement payments in the event the benchmark increases and would be required to make payments to the swap counterparties in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by a Short Fund, an UltraShort Fund or the UltraPro Short Fund, the Short Fund, UltraShort Fund or the UltraPro Short Fund would be required to make payments to the swap counterparties in the event the benchmark increases and would be entitled to settlement payments in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate NAV at least equal to such accrued excess is maintained for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each Fund’s entitlements over its obligations with respect to each swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate NAV at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated account by the Fund’s Custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced index.

The Trust, on behalf of a Fund, may enter into agreements with certain counterparties for derivative transactions. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques.

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Swap agreements involve, to varying degrees, elements of market risk (commodity price risk) and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. 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 December 31, 2012 contractually terminate within one month but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to pay or receive the “unrealized appreciation or depreciation” amount.

The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted above, such collateral is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral.

If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. 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 December 31, 2012, the collateral posted by counterparties consisted of cash and U.S. Treasury securities.

Forward Contracts

Certain of the Funds enter into forward contracts for purposes of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in the over-the-counter (“OTC”) markets and all details of the contract are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date.

Forward contracts are, in general, not cleared or guaranteed by a third party. The Funds may collateralize forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

F-143

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. 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 December 31, 2012, the collateral posted by counterparties consisted of cash and U.S. Treasury securities.

Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years, however, many OTC market participants in foreign exchange trading have begun to require their counterparties to post margin.

A Fund will typically enter into forward contracts only with major global financial institutions. The creditworthiness of each of the firms that is a party to a forward contract is monitored by the Sponsor.

F-144

Fair Value of Derivative Instruments

as of December 31, 2012

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for as
hedging instruments

Statements of
Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of
Financial

Condition

Location

Fund

Unrealized
Depreciation

Commodities Contracts

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

ProShares UltraShort DJ-UBS Commodity

148,502

Payable on open futures contracts, unrealized depreciation on swap and/or forward agreement

ProShares Ultra DJ-UBS Commodity

306,268

ProShares Ultra DJ-UBS Crude Oil

55,294,030

ProShares UltraShort DJ-UBS Crude Oil

9,636,781

ProShares UltraShort DJ-UBS Natural Gas

409,135

ProShares Ultra DJ-UBS Natural Gas

3,816,950

ProShares UltraShort Gold

3,745,096

ProShares Ultra Gold

15,667,298

ProShares UltraShort Silver

19,347,705

ProShares Ultra Silver

145,780,726

Foreign Exchange Contracts

Unrealized appreciation on foreign currency forward contracts and receivables on open futures contracts

ProShares UltraShort Australian Dollar

85,590

Unrealized depreciation on foreign currency forward contracts and payable on open futures contracts

ProShares Ultra Australian Dollar

99,030

ProShares Ultra Euro

89,473

ProShares Ultra Euro

2,314

ProShares UltraShort Euro

13,398,619

ProShares UltraShort Euro

251,047

ProShares Short Euro

55,056

ProShares Ultra Yen

13,523

ProShares Ultra Yen

507,819

ProShares UltraShort Yen

38,346,817

ProShares UltraShort Yen

232,642

VIX Futures Contracts

Receivables on open futures contracts, unrealized appreciation on swap and/or forwards agreement

ProShares VIX Short-Term Futures ETF

2,368,824

Payable on open futures contracts, unrealized depreciation on swap and/or forwards agreement

ProShares VIX Short-Term Futures ETF

2,590,243

ProShares Ultra VIX Short-Term Futures ETF

4,034,873

ProShares Ultra VIX Short-Term Futures ETF

1,676,460

ProShares Short VIX Short-Term Futures ETF

627,059

ProShares Short VIX Short-Term Futures ETF

2,014,234

ProShares VIX Mid-Term Futures ETF

233,160

ProShares VIX Mid-Term Futures ETF

1,703,570

Total Trust

124,994,834

Total Trust

197,488,010

F-145

Fair Value of Derivative Instruments

as of December 31, 2011

Asset Derivatives

Liability Derivatives

Derivatives
notaccounted for as
hedging instruments

Statements of

Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of

Financial

Condition

Location

Fund

Unrealized
Depreciation

Commodities Contracts

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

ProShares UltraShort DJ-UBS Commodity

570,751

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

ProShares Ultra DJ-UBS Commodity

707,177

ProShares UltraShort DJ-UBS Crude Oil

3,145,557

ProShares Ultra DJ-UBS Crude Oil

11,372,726

ProShares UltraShort DJ-UBS Natural Gas

1,381,010

ProShares UltraShort DJ-UBS Crude Oil

253,277

ProShares UltraShort Gold

33,443,158

ProShares Ultra DJ-UBS Natural Gas

825,510

ProShares UltraShort Silver

45,078,871

ProShares Ultra Gold

80,877,940

ProShares Ultra Silver

179,387,623

ProShares UltraShort Silver

2,002,298

Foreign Exchange Contracts

Unrealized appreciation on foreign currency forward contracts

ProShares Ultra Euro

6,850

Unrealized depreciation on foreign currency forward contracts

ProShares Ultra Euro

525,062

ProShares UltraShort Euro

69,475,850

ProShares UltraShort Euro

2,044,896

ProShares Ultra Yen

103,610

ProShares Ultra Yen

883

ProShares UltraShort Yen

234,106

ProShares UltraShort Yen

4,598,252

VIX Futures Contracts

Receivables on open futures contracts

ProShares Ultra VIX Short-Term Futures ETF

141,600

Payable on open futures contracts

ProShares Ultra VIX Short-Term Futures ETF

904,390

ProShares VIX Short-Term Futures ETF

295,500

ProShares VIX Short-Term Futures ETF

1,871,470

ProShares Short VIX Short-Term Futures ETF

181,280

ProShares Short VIX Short-Term Futures ETF

91,100

ProShares VIX Mid-Term Futures ETF

93,000

ProShares VIX Mid-Term Futures ETF

6,205,750

Total Trust

154,151,143

Total Trust

291,668,354

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

F-146

The Effect of Derivative Instruments on the Statements of Operations

For the year ended December 31, 2012


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	(536,107	)	$	400,909
		ProShares UltraShort DJ- UBS Commodity		761,879			(422,249	)
		ProShares Ultra DJ-UBS Crude Oil		(84,061,967	)		66,666,756
		ProShares UltraShort DJ- UBS Crude Oil		47,564,763			(12,529,061	)
		ProShares Ultra DJ-UBS Natural Gas		(2,839,309	)		(2,991,440	)
		ProShares UltraShort DJ- UBS Natural Gas		1,212,600			(971,875	)
		ProShares Ultra Gold		(33,592,896	)		65,210,642
		ProShares UltraShort Gold		(10,067,498	)		(29,698,062	)
		ProShares Ultra Silver		(66,426,492	)		33,606,897
		ProShares UltraShort Silver		(28,114,972	)		(23,728,868	)
Foreign Exchange Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra Australian Dollar		265,990			(99,030	)
		ProShares UltraShort Australian Dollar		(288,740	)		85,590
		ProShares Ultra Euro		(398,504	)		605,371
		ProShares Short Euro		(164,400	)		(55,056	)
		ProShares UltraShort Euro		46,946,419			(80,578,526	)
		ProShares Ultra Yen		(601,937	)		(597,023	)
		ProShares UltraShort Yen		27,341,631			42,478,321
VIX Futures Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra VIX Short-Term Futures ETF		(509,421,864	)		3,121,203
		ProShares VIX Short-Term Futures ETF		(160,953,587	)		1,354,551
		ProShares Short VIX Short-Term Futures ETF		13,203,419			(1,477,355	)
		ProShares VIX Mid-Term Futures ETF		(75,241,919	)		4,642,340

		Total Trust	$	(835,413,491	)	$	65,024,035

F-147

The Effect of Derivative Instruments on the Statements of Operations

For the year ended December 31, 2011


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	(2,051,498	)	$	(2,462,927	)
		ProShares UltraShort DJ-UBS Commodity		(3,511,808	)		734,901
		ProShares Ultra DJ-UBS Crude Oil		110,381,975			(22,435,130	)
		ProShares UltraShort DJ-UBS Crude Oil		26,720,866			9,388,308
		ProShares Ultra DJ-UBS Natural Gas		(1,481,685	)		(825,510	)
		ProShares UltraShort DJ-UBS Natural Gas		1,776,461			1,381,010
		ProShares Ultra Gold		100,088,064			(89,908,507	)
		ProShares UltraShort Gold		(45,179,461	)		36,727,299
		ProShares Ultra Silver		(209,477,092	)		(228,635,411	)
		ProShares UltraShort Silver		(171,361,321	)		53,606,338
Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation/ depreciation on foreign currency forward contracts	ProShares Ultra Euro		354,369			(866,391	)
		ProShares UltraShort Euro		(5,409,463	)		90,625,031
		ProShares Ultra Yen		564,813			(180,776	)
		ProShares UltraShort Yen		(50,029,053	)		11,773,508
VIX Futures Contracts	Net realized gain (loss) on futures contracts/ changes in unrealized appreciation/ depreciation on futures contracts	ProShares Ultra VIX Short-Term Futures ETF		(3,524,662	)		(762,790	)
		ProShares VIX Short-Term Futures ETF		3,732,227			(1,575,970	)
		ProShares Short VIX Short-Term Futures ETF		1,355,975			90,180
		ProShares VIX Mid-Term Futures ETF		(514,060	)		(6,112,750	)

		Total Trust	$	(247,565,353	)	$	(149,439,587	)

F-148

The Effect of Derivative Instruments on the Statements of Operations

For the year ended December 31, 2010


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swaps and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	2,383,511		$	577,782
		ProShares UltraShort DJ-UBS Commodity		(691,056	)		52,455
		ProShares Ultra DJ-UBS Crude Oil		151,266,418			(26,944,472	)
		ProShares UltraShort DJ-UBS Crude Oil		15,021,223			(2,449,639	)
		ProShares Ultra Gold		76,437,234			14,459,027
		ProShares UltraShort Gold		(37,770,759	)		(5,467,343	)
		ProShares Ultra Silver		216,253,186			57,044,775
		ProShares UltraShort Silver		(89,054,103	)		(13,573,564	)
Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/ changes in unrealized appreciation/depreciation on foreign currency forward contracts	ProShares Ultra Euro		(602,156	)		625,437
		ProShares UltraShort Euro		48,542,523			(25,149,044	)
		ProShares Ultra Yen		826,717			599,316
		ProShares UltraShort Yen		(22,116,381	)		(21,002,722	)

		Total Trust	$	360,496,357		$	(21,227,992	)

F-149

NOTE 4—AGREEMENTS

Management Fee

Each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund pays or will pay the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. Each Matching VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of its average daily NAV of such Fund. Each Managed Futures Fund will pay the Sponsor a Management Fee monthly in arrears, in an amount equal to 0.75% per annum of its average daily NAV of such Fund. The Sponsor did not and will not charge its fee in the first year of operation of each Fund in an amount equal to the organization and offering costs. The Sponsor reimbursed or will reimburse each Fund to the extent that its offering costs exceed the Management Fee for the first year of operations. The Management Fee is or will be paid in consideration of the Sponsor’s services as commodity pool operator and commodity trading advisor, and for managing the business and affairs of the Funds. From the Management Fee, the Sponsor pays or will pay the fees and expenses of the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent and any index licensors for the Funds , the routine operational, administrative and other ordinary expenses of each Fund, and the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations, including, but not limited to, expenses such as tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees, individual K-1 preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses. For the year ended December 31, 2012, the Sponsor paid and is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds. Each Fund incurs and pays, and each New Fund will incur and pay, its non-recurring and unusual fees and expenses.

The Administrator

The Sponsor and the Trust, for itself and on behalf of each Fund, has appointed Brown Brothers Harriman & Co. (“BBH&Co.”) as the Administrator of the Funds, and the Sponsor, the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into an Administrative Agency Agreement (the “Administration Agreement”) in connection therewith. Pursuant to the terms of the Administration Agreement and under the supervision and direction of the Sponsor and the Trust, BBH&Co. prepares and files certain regulatory filings on behalf of the Funds. BBH&Co. may also perform other services for the Funds pursuant to the Administration Agreement as mutually agreed upon by the Sponsor, the Trust and BBH&Co. from time to time. Pursuant to the terms of the Administration Agreement, BBH&Co. also serves as the Transfer Agent of the Funds. The Administrator’s fees are or will be paid on behalf of the Funds by the Sponsor.

The Custodian

BBH&Co. serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into a Custodian Agreement in connection therewith. Pursuant to the terms of the Custodian Agreement, BBH&Co. is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BBH&Co. by the Funds. The Custodian’s fees are or will be paid on behalf of the Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”), serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI.

F-150

Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor pays or will pay all of the routine operational, administrative and other ordinary expenses of each Fund generally, as determined by the Sponsor including, but not limited to, fees and expenses of the Administrator, Custodian, Distributor, PDI, Transfer Agent, accounting and auditing fees and expenses, tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund, FINRA filing fees, individual Schedule K-1 preparation and mailing fees not exceeding 0.10% per annum of the NAV of a Fund, and report preparation and mailing expenses.

Non-Recurring Fees and Expenses

Each Fund pays or will pay all non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

NOTE 5—ORGANIZATION AND OFFERING COSTS

Organization and offering costs are expensed as incurred and offering costs will be amortized by the Funds over a twelve month period on a straight-line basis beginning once the fund commences operations. The Sponsor did not and will not charge its Management Fee in the first year of operations of any Fund in an amount equal to the organization and offering costs. The Sponsor reimbursed or will reimburse each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund, to the extent that its organization and offering costs exceeded 0.95% of its average daily NAV for the first year of operations. The Sponsor reimbursed each Matching VIX Fund if its organization and offering costs exceeded 0.85% of its average daily NAV for the first year of operations. The Sponsor will reimburse each Managed Futures Fund to the extent that its offering costs exceed 0.75% of its average daily NAV for the first year of operations.

At December 31, 2012, amounts payable for offering costs are reflected in the Statement of Financial Condition for each New Fund.

NOTE 6—CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems or will issue and redeem shares from time to time, but only in one or more Creation Units. A Creation Unit is or will be a block of 50,000 Shares of a Geared Fund or a Managed Futures Fund and 25,000 Shares of a Matching VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. As a result of the Share splits and reverse Share splits as described in Note 1, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

Except when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements—such as references to the Transaction Fees imposed on purchases and redemptions—is not relevant to retail investors.

Transaction Fees on Creation and Redemption Transactions

The manner by which Creation Units are purchased or redeemed is dictated by the terms of the Authorized Participant Agreement and Authorized Participant Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian; and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position or block trade whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded futures contracts at or near the closing settlement price for such contracts on the purchase order date.

Authorized Participants may pay a fixed transaction fee of up to $500 in connection with each order to create or redeem a Creation Unit in order to compensate BBH&Co., as the Administrator, the Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative

F-151

positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10% of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. 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 for the years ended December 31, 2012, 2011 and 2010, which are included in the Sale and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:


Fund	Year Ended December 31, 2012		Year Ended December 31, 2011		Year Ended December 31, 2010
Ultra DJ-UBS Commodity	$	603	$	1,754	$	5,561
UltraShort DJ-UBS Commodity		1,344		34,814		1,911
Ultra DJ-UBS Crude Oil		317,803		532,022		560,895
UltraShort DJ-UBS Crude Oil		120,983		244,564		241,115
Ultra DJ-UBS Natural Gas		19,179		641		—
UltraShort DJ-UBS Natural Gas		6,200		400		—
Ultra Gold		26,057		43,207		38,269
UltraShort Gold		15,695		57,263		24,530
Ultra Silver		164,212		454,059		77,861
UltraShort Silver		148,662		457,001		56,371
Ultra Australian Dollar		—		—		—
UltraShort Australian Dollar		—		—		—
Ultra Euro		—		—		—
Short Euro		—		—		—
UltraShort Euro		—		—		—
Ultra Yen		—		—		—
UltraShort Yen		—		—		—
Ultra VIX Short-Term Futures ETF		639,726		3,421		—
VIX Short-Term Futures ETF		—		—		—
Short VIX Short-Term Futures ETF		119,942		754		—
VIX Mid-Term Futures ETF		—		—		—

Total Trust	$	1,580,406	$	1,829,900	$	1,006,513

F-152

NOTE 7—FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the period ended December 31, 2012:

Ultra ProShares

For the Year Ended December 31, 2012


Per Share Operating Performance	Ultra DJ- UBS Commodity			Ultra DJ- UBS Crude Oil			Ultra DJ- UBS Natural Gas*			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2011	$	25.8805		$	40.8828		$	101.9786		$	75.9066		$	43.1903		$	23.8860		$	36.4704
Net investment income (loss)		(0.2291	)		(0.2904	)		(0.5205	)		(0.7680	)		(0.4322	)		(0.2106	)		(0.2962	)
Net realized and unrealized gain (loss) #		(1.2639	)		(11.1983	)		(62.4091	)		8.6248			0.2146			0.6745			(7.9902	)
Change in net asset value from operations		(1.4930	)		(11.4887	)		(62.9296	)		7.8568			(0.2176	)		0.4639			(8.2864	)
Net asset value, at December 31, 2012	$	24.3875		$	29.3941		$	39.0490		$	83.7634		$	42.9727		$	24.3499		$	28.1840
Market value per share, at December 31, 2011†	$	25.64		$	40.94		$	101.35		$	79.01		$	41.65		$	23.87		$	36.50
Market value per share, at December 31, 2012†	$	23.93		$	29.32		$	39.24		$	85.34		$	44.10		$	24.32		$	28.28
Total Return, at net asset value		(5.8	)%		(28.1	)%		(61.7	)%		10.4	%		(0.5	)%		1.9	%		(22.7	)%
Total Return, at market value		(6.7	)%		(28.4	)%		(61.3	)%		8.0	%		5.9	%		1.9	%		(22.5	)%
Ratios to Average Net Assets
Expense ratio		(0.95	)%		(0.97	)%		(1.21	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.89	)%		(0.91	)%		(1.15	)%		(0.88	)%		(0.88	)%		(0.90	)%		(0.88	)%

*	See Note 1 of these Notes to Financial Statements.

#	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 New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

F-153

UltraShort ProShares

For the Period Ended December 31, 2012


Per Share Operating Performance	UltraShort DJ-UBS Commodity			UltraShort DJ-UBS Crude Oil			UltraShort DJ-UBS Natural Gas*			UltraShort Gold*			UltraShort Silver*			UltraShort Euro			UltraShort Yen
Net asset value, at December 31, 2011	$	56.9207		$	38.8151		$	23.8053		$	82.7114		$	76.6771		$	20.3357		$	40.9557
Net investment income (loss)		(0.4894	)		(0.3595	)		(0.3893	)		(0.5901	)		(0.4806	)		(0.1804	)		(0.3847	)
Net realized and unrealized gain (loss) #		(2.3292	)		1.8523			2.1191			(18.2525	)		(24.8014	)		(1.1381	)		10.1867
Change in net asset value from operations		(2.8186	)		1.4928			1.7298			(18.8426	)		(25.2820	)		(1.3185	)		9.8020
Net asset value, at December 31, 2012	$	54.1021		$	40.3079		$	25.5351		$	63.8688		$	51.3951		$	19.0172		$	50.7577
Market value per share, at December 31, 2011†	$	56.19		$	38.69		$	23.96		$	79.24		$	79.35		$	20.35		$	40.95
Market value per share, at December 31, 2012†	$	51.64		$	40.44		$	25.41		$	62.60		$	50.07		$	19.01		$	50.77
Total Return, at net asset value		(5.0	)%		3.8	%		7.3	%		(22.8	)%		(33.0	)%		(6.5	)%		23.9	%
Total Return, at market value		(8.1	)%		4.5	%		6.1	%		(21.0	)%		(36.9	)%		(6.6	)%		24.0	%
Ratios to Average Net Assets
Expense ratio		(0.95	)%		(0.98	)%		(1.39	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.89	)%		(0.91	)%		(1.33	)%		(0.89	)%		(0.89	)%		(0.89	)%		(0.88	)%

*	See Note 1 of these Notes to Financial Statements.

#	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 New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

F-154

New Currency and VIX ProShares

For the Period Ended December 31, 2012


Per Share Operating Performance	Ultra Australian Dollar+			UltraShort Australian Dollar+			Short Euro++			Ultra VIX Short- Term Futures ETF*			VIX Short- Term Futures ETF			Short VIX Short- Term Futures ETF*			VIX Mid- Term Futures ETF
Net asset value, beginning of period	$	40.0000		$	40.0000		$	40.0000		$	741.0464		$	76.3738		$	25.8664		$	74.1396
Net investment income (loss)		(0.1740	)		(0.1633	)		(0.1799	)		(0.9608	)		(0.2057	)		(0.8380	)		(0.4050	)
Net realized and unrealized gain (loss)		1.6726			(2.0286	)		(2.1916	)		(719.9538	)		(59.3806	)		41.1014			(39.0343	)
Change in net asset value from operations		1.4986			(2.1919	)		(2.3715	)		(720.9146	)		(59.5863	)		40.2634			(39.4393	)
Net asset value, at December 31, 2012	$	41.4986		$	37.8081		$	37.6285		$	20.1318		$	16.7875		$	66.1298		$	34.7003
Market value per share, at December 31, 2011†	$	40.00		$	40.00		$	40.00		$	729.60		$	75.74		$	26.14		$	74.13
Market value per share, at December 31, 2012†	$	41.45		$	37.74		$	37.64		$	20.90		$	17.01		$	65.45		$	34.22
Total Return, at net asset value		3.7	%^		(5.5	)%^		(5.9	)%^		(97.3	)%		(78.0	)%		155.7	%		(53.2	)%
Total Return, at market value		3.6	%^		(5.7	)%^		(5.9	)%^		(97.1	)%		(77.5	)%		150.4	%		(53.8	)%
Ratios to Average Net Assets
Expense ratio		(1.00	)%**		(1.00	)%**		(0.96	)%**		(1.77	)%		(0.85	)%		(1.63	)%		(0.85	)%
Expense ratio, excluding brokerage commissions		(0.95	)%**		(0.95	)%**		(0.95	)%**		(0.95	)%		(0.85	)%		(0.95	)%		(0.85	)%
Net investment income (loss)		(0.92	)%**		(0.92	)%**		(0.89	)%**		(1.73	)%		(0.79	)%		(1.56	)%		(0.80	)%

+	From commencement of operations, July 17, 2012, through December 31, 2012.

++	From commencement of operations, June 26, 2012, through December 31, 2012.

*	See Note 1 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended December 31, 2012.

The returns for a share outstanding for 2011 are calculated based on the initial offering price upon commencement of investment operations of $40.0000 for ProShares Ultra Australian Dollar, UltraShort Australian Dollar and Short Euro.

**	Percentages are annualized.

F-155

Selected data for a Share outstanding throughout the period ended December 31, 2011:

Ultra ProShares

For the Period Ended December 31, 2011


Per Share Operating Performance	Ultra DJ- UBS Commodity+			Ultra DJ- UBS Crude Oil*+			Ultra DJ- UBS Natural Gas*++			Ultra Gold+			Ultra Silver*+			Ultra Euro+			Ultra Yen+
Net asset value, beginning of period	$	36.3723		$	50.0017		$	200.0000		$	69.2163		$	78.1431		$	25.7644		$	33.4918
Net investment income (loss)		(0.3045	)		(0.3807	)		(0.4556	)		(0.7724	)		(0.7715	)		(0.2495	)		(0.3160	)
Net realized and unrealized gain (loss)#		(10.1873	)		(8.7382	)		(97.5658	)		7.4627			(34.1813	)		(1.6289	)		3.2946
Change in net asset value from operations		(10.4918	)		(9.1189	)		(98.0214	)		6.6903			(34.9528	)		(1.8784	)		2.9786
Net asset value, at December 31, 2011	$	25.8805		$	40.8828		$	101.9786		$	75.9066		$	43.1903		$	23.8860		$	36.4704
Market value per share, at December 31, 2010†	$	36.27		$	49.98		$	200.00		$	70.72		$	79.30		$	25.86		$	33.29
Market value per share, at December 31, 2011†	$	25.64		$	40.94		$	101.35		$	79.01		$	41.65		$	23.87		$	36.50
Total Return, at net asset value		(28.8	)%		(18.2	)%		(49.0	)%^		9.7	%		(44.7	)%		(7.3	)%		8.9	%
Total Return, at market value		(29.3	)%		(18.1	)%		(49.3	)%^		11.7	%		(47.5	)%		(7.7	)%		9.6	%
Ratios to Average Net Assets
Expense ratio		(0.95	)%		(0.98	)%		(1.25	)%**		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%**		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.89	)%		(0.93	)%		(1.25	)%**		(0.91	)%		(0.90	)%		(0.90	)%		(0.91	)%

*	See Note 1 of these Notes to Financial Statements.

+	For the year ended December 31, 2011.

++	From commencement of operations, October 4, 2011, through December 31, 2011.

#	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 New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended December 31, 2011.

The returns for a share outstanding for 2011 are calculated based on the initial offering price upon commencement of investment operations of $40.0000.

**	Percentages are annualized.

F-156

UltraShort ProShares

For the Period Ended December 31, 2011


Per Share Operating Performance	UltraShort DJ-UBS Commodity*+			UltraShort DJ-UBS Crude Oil*+			UltraShort DJ-UBS Natural Gas*++			UltraShort Gold*+			UltraShort Silver*+			UltraShort Euro+			UltraShort Yen*+
Net asset value, beginning of period	$	47.9976		$	50.8516		$	13.3333		$	113.4823		$	199.4634		$	20.2928		$	47.0232
Net investment income (loss)		(0.4380	)		(0.4253	)		(0.0520	)		(0.7368	)		(0.7285	)		(0.1657	)		(0.3964	)
Net realized and unrealized gain (loss)#		9.3611			(11.6112	)		10.5240			(30.0341	)		(122.0578	)		0.2086			(5.6711	)
Change in net asset value from operations		8.9231			(12.0365	)		10.4720			(30.7709	)		(122.7863	)		0.0429			(6.0675	)
Net asset value, at December 31, 2011	$	56.9207		$	38.8151		$	23.8053		$	82.7114		$	76.6771		$	20.3357		$	40.9557
Market value per share, at December 31, 2010†	$	48.30		$	50.85		$	13.33		$	111.20		$	196.40		$	20.31		$	47.01
Market value per share, at December 31, 2011†	$	56.19		$	38.69		$	23.96		$	79.24		$	79.35		$	20.35		$	40.95
Total Return, at net asset value		18.6	%		(23.7	)%		78.5	%^		(27.1	)%		(61.6	)%		0.2	%		(12.9	)%
Total Return, at market value		16.3	%		(23.9	)%		79.7	%^		(28.7	)%		(59.6	)%		0.2	%		(12.9	)%
Ratios to Average Net Assets
Expense ratio		(0.95	)%		(0.99	)%		(1.29	)%**		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%**		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.92	)%		(0.94	)%		(1.28	)%**		(0.91	)%		(0.91	)%		(0.91	)%		(0.89	)%

*	See Note 1 of these Notes to Financial Statements.

+	For the year ended December 31, 2011.

++	From commencement of operations, October 4, 2011, through December 31, 2011.

#	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 New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended December 31, 2011.

The returns for a share outstanding for 2011 are calculated based on the initial offering price upon commencement of investment operations of $40.0000.

**	Percentages are annualized.

F-157

VIX ProShares

For the Period Ended December 31, 2011


Per Share Operating Performance	Ultra VIX Short-Term Futures ETF*+			VIX Short- Term Futures ETF++			Short VIX Short- Term Futures ETF*+			VIX Mid- Term Futures ETF++
Net asset value, beginning of period	$	2400.0000		$	80.0000		$	20.0000		$	80.0000
Net investment income (loss)		(3.5690	)		(0.5192	)		(0.0699	)		(0.5950	)
Net realized and unrealized gain (loss)#		(1655.3846	)		(3.1070	)		5.9363			(5.2654	)
Change in net asset value from operations		(1658.9536	)		(3.6262	)		5.8664			(5.8604	)
Net asset value, at December 31, 2011	$	741.0464		$	76.3738		$	25.8664		$	74.1396
Market value per share, at December 31, 2010†	$	2400.00		$	80.00		$	20.00		$	80.00
Market value per share, at December 31, 2011†	$	729.60		$	75.74		$	26.14		$	74.13
Total Return, at net asset value		(69.1	)%^		(4.5	)%^		29.3	%^		(7.3	)%^
Total Return, at market value		(69.6	)%^		(5.3	)%^		30.7	%^		(7.3	)%^
Ratios to Average Net Assets
Expense ratio		(1.41	)%**		(0.85	)%**		(1.19	)%**		(0.85	)%**
Expense ratio, excluding brokerage commissions		(0.95	)%**		(0.85	)%**		(0.95	)%**		(0.85	)%**
Net investment income (loss)		(1.41	)%**		(0.81	)%**		(1.19	)%**		(0.82	)%**

*	See Note 1 of these Notes to Financial Statements.

+	From commencement of operations, October 3, 2011, through December 31, 2011.

++	From commencement of operations, January 3, 2011, through December 31, 2011.

#	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 New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended December 31, 2011.

The returns for a share outstanding for 2011 are calculated based on the initial offering price upon commencement of investment operations of $40.0000 for ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF and $80.0000 for ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF.

**	Percentages are annualized.

F-158

Selected data for a Share outstanding throughout the year ended December 31, 2010:

Ultra ProShares

For the Year Ended December 31, 2010


Per Share Operating Performance	Ultra DJ-UBS Commodity			Ultra DJ- UBS Crude Oil*			Ultra Gold			Ultra Silver*			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2009	$	28.2051		$	50.4982		$	44.0778		$	28.5129		$	30.1257		$	26.1393
Net investment income (loss)		(0.2066	)		(0.3581	)		(0.4407	)		(0.3070	)		(0.2022	)		(0.2376	)
Net realized and unrealized gain (loss)#		8.3738			(0.1384	)		25.5792			49.9372			(4.1591	)		7.5901
Change in net asset value from operations		8.1672			(0.4965	)		25.1385			49.6302			(4.3613	)		7.3525
Net asset value, at December 31, 2010	$	36.3723		$	50.0017		$	69.2163		$	78.1431		$	25.7644		$	33.4918
Market value per share, at December 31, 2009†	$	28.43		$	50.72		$	44.68		$	28.08		$	30.17		$	26.58
Market value per share, at December 31, 2010†	$	36.27		$	49.98		$	70.72		$	79.30		$	25.86		$	33.29
Total Return, at net asset value^		29.0	%		(1.0	)%		57.0	%		174.1	%		(14.5	)%		28.1	%
Total Return, at market value^		27.6	%		(1.5	)%		58.3	%		182.4	%		(14.3	)%		25.2	%
Ratios to Average Net Assets**
Expense ratio		(0.95	)%		(0.99	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.78	)%		(0.86	)%		(0.81	)%		(0.81	)%		(0.81	)%		(0.81	)%

*	See Note 1 of these Notes to Financial Statements.

#	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 New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

F-159

UltraShort ProShares

For the Year Ended December 31, 2010


Per Share Operating Performance	UltraShort DJ-UBS Commodity*			UltraShort DJ-UBS Crude Oil*			UltraShort Gold*			UltraShort Silver*			UltraShort Euro			UltraShort Yen*
Net asset value, at December 31, 2009	$	73.1052		$	68.4432		$	209.6205		$	941.8415		$	18.6755		$	64.2739
Net investment income (loss)		(0.6245	)		(0.5639	)		(1.2511	)		(3.9725	)		(0.1694	)		(0.4349	)
Net realized and unrealized gain (loss)#		(24.4831	)		(17.0277	)		(94.8871	)		(738.4056	)		1.7867			(16.8158	)
Change in net asset value from operations		(25.1076	)		(17.5916	)		(96.1382	)		(742.3781	)		1.6173			(17.2507	)
Net asset value, at December 31, 2010	$	47.9976		$	50.8516		$	113.4823		$	199.4634		$	20.2928		$	47.0232
Market value per share, at December 31, 2009†	$	73.25		$	68.25		$	207.00		$	958.00		$	18.70		$	63.90
Market value per share, at December 31, 2010†	$	48.30		$	50.85		$	111.20		$	196.40		$	20.31		$	47.01
Total Return, at net asset value		(34.3	)%		(25.7	)%		(45.9	)%		(78.8	)%		8.7	%		(26.8	)%
Total Return, at market value		(34.1	)%		(25.5	)%		(46.3	)%		(79.5	)%		8.6	%		(26.4	)%
Ratios to Average Net Assets
Expense ratio		(0.95	)%		(1.01	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.82	)%		(0.88	)%		(0.81	)%		(0.81	)%		(0.79	)%		(0.80	)%

*	See Note 1 of these Notes to Financial Statements.

#	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 New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

F-160

NOTE 8—RISK

Correlation and Compounding Risk

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater 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 two times (2x), the inverse (-1x), two times the inverse (-2x) or three times the inverse (-3x) of the return of the Geared Fund’s benchmark for the period. A Fund will lose money if its index performance is flat over time, and it is possible for a Geared Fund to lose money over time even if the performance of its index increases (or decreases in the case of Short, UltraShort or UltraPro Short Funds), as a result of daily rebalancing, the benchmark’s volatility and compounding. Longer holding periods, higher index volatility, inverse exposure and greater leverage each affect the impact of compounding on a Fund’s returns. Daily compounding of a Geared Fund’s investment returns can dramatically and adversely affect its longer-term performance during periods of high volatility. Volatility may be at least as important to a Geared Fund’s return for a period as the return of the Fund’s underlying index. The Matching VIX Funds and Managed Futures Funds seek to achieve their stated investment objective both over a single day and over time.

Each Ultra, UltraShort or UltraPro Short 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 Fund with a 2x multiple should be approximately 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 a Short, UltraShort Fund or UltraPro Short Fund is designed to return the inverse (-1), two times the inverse (-2x) or three times the inverse (-3x) 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 different risks than other funds. The Leveraged Funds use leverage and are riskier than similarly benchmarked exchange-traded funds that do not use leverage. An investor should only consider an investment in a Geared Fund if he or she understands the consequences of seeking daily leveraged, daily inverse or daily inverse leveraged investment results. Daily objective geared funds, if used properly and in conjunction with the investor’s view on the future direction and volatility of the markets, can be useful tools for investors who want to manage their exposure to various markets and market segments and who are willing to monitor and/or periodically rebalance their portfolios. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.

While the Funds expect to meet their investment objectives, several factors may affect their ability to do so. Among these factors are: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that correlates to a Fund’s objective; (2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmarks; (3) bid-ask spreads on such instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of derivatives and commission costs; (5) holding instruments traded in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; and (10) accounting standards.

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. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark may prevent such Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions or extreme market volatility will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., 2x, -1x, -2x or -3x, 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. In addition, 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.

F-161

Counterparty Risk

Certain of the Funds will use swap agreements and/or forward contracts as a means to achieve their respective investment objectives. Such Funds will use either swap agreements and/or forward contracts referencing their respective benchmarks. These Funds may also invest in other swap agreements or forward contracts if such instruments tend to exhibit trading prices or returns that correlate with the benchmark or a component of the benchmark and will further the investment objective of the Fund. Certain Funds may invest in swap agreements or forward contracts if position accountability rules or position limits are reached with respect to specific futures contracts or the market for a specific futures contract experiences emergencies (e.g., natural disaster, terrorist attack or an act of God) or disruptions (e.g., a trading halt or a flash crash) that prevent the Funds from obtaining the appropriate amount of investment exposure to the affected futures contract or certain other futures contracts. Although unlikely, those Funds, under these circumstances, could have 100% exposure to swap agreements or forward contracts.

Swap agreements and forward contracts are generally traded over the counter and are essentially unregulated by the CFTC. Investors, therefore, do not receive the protection of CFTC regulation or the statutory scheme of the CEA in connection with each Fund’s swap agreements or forward contracts. The lack of regulation in these markets could expose investors to significant losses under certain circumstances including in the event of trading abuses or financial failure by participants.

Unlike in futures contracts, the counterparty to swap agreements or forward contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, a Fund is subject to credit risk with respect to the amount it expects to receive from counterparties to swaps and forward contracts entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline.

The Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds; however there are no limitations on the percentage of its assets each Fund may invest in swap agreements or forward contracts with a particular counterparty. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major global financial institutions.

Swaps or forward contracts are less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty.

If the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap agreement or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day.

Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund.

Although the counterparty to a futures contract is often a clearing organization backed by a group of financial institutions, there may also be instances in which the counterparty could fail to perform its obligations, causing significant losses to a Fund.

Leverage Risk

The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions could result in the total loss of an investor’s investment.

For example, because the Ultra Funds, UltraShort Funds and UltraPro Short Fund include a two times (2x), a two times the inverse (-2x) or a three times the inverse (-3x) multiplier, a single-day movement in the relevant benchmark approaching 50% at any point in the day (for an Ultra or UltraShort Fund) or 33% (for the UltraPro Short Fund) could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment

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objective of the Fund in which an investor has invested, even if such Fund’s benchmark subsequently moves in an opposite direction, eliminating all or a portion of the movement. This would be the case with downward single-day or intraday movements in the underlying benchmark of an Ultra Fund or upward single-day or intraday movements in the benchmark of an UltraShort or UltraPro Short Fund, even if the underlying benchmark maintains a level greater than zero at all times.

Liquidity Risk

Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.

“Contango” and “Backwardation” Risk

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in August 2012 may specify an October 2012 expiration. For an Ultra Fund and a Matching VIX Fund, as that contract nears expiration, it may be replaced by selling the October 2012 contract and purchasing the contract expiring in December 2012. This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically, the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the October 2012 contract would take place at a price that is higher than the price at which the December 2012 contract is purchased, thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods of backwardation, backwardation will likely not exist in these markets at all times. The presence of contango (where prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors) in certain futures contracts at the time of rolling would be expected to adversely affect an Ultra Fund or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund or an UltraShort Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Funds and UltraShort Funds, and positively affect the Ultra Funds and Matching VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

Gold and silver historically exhibit persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. It is generally believed this is because the market needs to build inventories for most of the year in order to have enough storage to make it through a normal winter. Periods of backwardation are typically thought to be caused by demand shocks or supply shortages such as an unusually cold winter or a hurricane.

NOTE 9—LEGAL PROCEEDINGS

The Trust and certain principals of the Sponsor have been named as defendants (along with several other parties) in a consolidated class action lawsuit filed in the United States District Court for the Southern District of New York, styled In re ProShares Trust Securities Litigation, Civ. No. 09-cv-6935. The complaint, as amended, alleged that the defendants violated Sections 11 and 15 of the Securities Act of 1933 by including untrue statements of material fact and omitting material facts in the Registration Statement for one or more ProShares ETFs and allegedly failing to adequately disclose the Funds’ investment objectives and risks. The six Funds of the Trust named in the complaint were ProShares Ultra Silver, ProShares UltraShort Gold, ProShares Ultra Gold, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Crude Oil and ProShares UltraShort Silver. On September 10, 2012, the District Court issued an Opinion and Order dismissing the class action lawsuit in its entirety. On December 17, 2012, the plaintiffs filed an appeal brief to the United States Court of Appeals for the Second Circuit. The Trust believes the complaint is without merit and that the anticipated outcome will not adversely impact the operation of the Trust or any of its Funds. Accordingly, no loss contingency has been recorded in the balance sheet and the amount of loss, if any, cannot be reasonably estimated at this time.

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NOTE 10—SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Trust’s and the Funds’ financial statements through the date the financial statements were issued. The subsequent events were as follows:

The Dow Jones-UBS Commodity Index^SM (the “Dow Jones-UBS”) is comprised of 5 different commodity sectors: energy, livestock, industrial metals, precious metals and agriculture. Prior to January 2013, these five sectors tracked futures contracts prices of 20 specific commodities: natural gas, WTI crude oil, brent crude, unleaded gasoline, heating oil, live cattle, lean hogs, wheat, corn, soybeans, soybean oil, aluminum, copper, zinc, nickel, gold, silver, sugar, cotton and coffee. In January 2013, the Dow Jones-UBS added two additional commodities: Hard Red Winter Wheat (KBWT) and soybean meal. The Dow Jones-UBS is designed to minimize concentration in any one commodity or sector. Prior to January 2013, no single commodity could constitute less than 2% or more than 15% of the index. In January 2013, the 2% floor was eliminated and commodities in the index may have target weights lower than 2%. No related group of commodities (e.g., energy, precious metals, livestock or grains) may constitute more than 33% of the index as of the annual reweighting of the components. The Dow Jones-UBS family of indices also includes ten sub-indexes that group commodities based on type, as well as single commodity sub-indexes representing each of the commodities that are currently tracked by the Dow Jones-UBS.

As of January 2013, the target weightings of all Dow Jones-UBS components are:


Commodity	Weight ()%
Natural Gas		10.42	%
WTI Crude Oil		9.21	%
Brent Crude		5.79	%
Unleaded Gasoline		3.46	%
Heating Oil		3.52	%
Live Cattle		3.28	%
Lean Hogs		1.90	%
Wheat		3.43	%
KCBT Wheat		1.32	%
Corn		7.05	%
Soybeans		5.49	%
Soybean Oil		2.74	%
Soy Meal		2.61	%
Aluminum		4.91	%
Copper		7.28	%
Zinc		2.52	%
Nickel		2.24	%
Gold		10.82	%
Silver		3.90	%
Sugar		3.89	%
Cotton		1.77	%
Coffee		2.44	%

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PROSHARES TRUST II


/s/ Louis Mayberg
By: Louis Mayberg
Principal Executive Officer
Date: July 15, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ Louis Mayberg
By: Louis Mayberg
Principal Executive Officer
Date: July 15, 2013

/s/ Edward Karpowicz
By: Edward Karpowicz
Principal Financial Officer
Date: July 15, 2013