Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

10-Q 1 d543092d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

for the quarterly period ended June 30, 2013.

¨	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)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 Web site, 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 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

PROSHARES TRUST II

Table of Contents


		Page
Part I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements.		1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		189

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		243

Item 4.	Controls and Procedures.		262

Part II. OTHER INFORMATION
Item 1.	Legal Proceedings.		263

Item 1A.	Risk Factors.		263

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		263

Item 3.	Defaults Upon Senior Securities.		268

Item 4.	Mine Safety Disclosures.		268

Item 5.	Other Information.		268

Item 6.	Exhibits.		268

Part I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

Index


Documents	Page
Statements of Financial Condition, Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity and Statements of Cash Flows:
ProShares UltraShort DJ-UBS Commodity		2
ProShares UltraShort DJ-UBS Crude Oil		7
ProShares UltraShort DJ-UBS Natural Gas		12
ProShares UltraShort Gold		17
ProShares UltraShort Silver		22
ProShares Short Euro		27
ProShares UltraShort Australian Dollar		32
ProShares UltraShort Euro		37
ProShares UltraShort Yen		42
ProShares Ultra DJ-UBS Commodity		47
ProShares Ultra DJ-UBS Crude Oil		52
ProShares Ultra DJ-UBS Natural Gas		57
ProShares Ultra Gold		62
ProShares Ultra Silver		67
ProShares Ultra Australian Dollar		72
ProShares Ultra Euro		77
ProShares Ultra Yen		82
ProShares VIX Short-Term Futures ETF		87
ProShares VIX Mid-Term Futures ETF		92
ProShares Ultra VIX Short-Term Futures ETF		97
ProShares Short VIX Short-Term Futures ETF		102
ProShares Trust II		107
Notes to Financial Statements		111

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013
	(unaudited)		December 31, 2012
Assets
Cash	$	352,309	$	296,119
Short-term U.S. government and agency obligations (Note 3) (cost $3,191,584 and $2,803,598, respectively)		3,191,531		2,803,904
Unrealized appreciation on swap agreements		412,248		148,502

Total assets		3,956,088		3,248,525

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,867		2,560

Total liabilities		2,867		2,560

Shareholders’ equity
Shareholders’ equity		3,953,221		3,245,965

Total liabilities and shareholders’ equity	$	3,956,088	$	3,248,525

Shares outstanding		59,997		59,997

Net asset value per share	$	65.89	$	54.10

Market value per share (Note 2)	$	64.97	$	51.64

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(81% of shareholders’ equity)
U.S. Treasury Bills:
0.038% due 08/29/13†	$	349,000	$	348,989
0.051% due 10/03/13†		2,420,000		2,419,621
0.050% due 10/31/13		423,000		422,921

Total short-term U.S. government and agency obligations (cost $3,191,584)			$	3,191,531

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Dow Jones-UBS Commodity Index	07/08/13	$	(2,097,156	)	$	115,736
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	07/08/13		(4,702,593	)		249,202
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	07/08/13		(1,097,705	)		47,310

					$	412,248

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

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	510		$	978		$	1,235		$	1,659

Expenses
Management fee		8,450			15,812			16,035			35,996

Total expenses		8,450			15,812			16,035			35,996

Net investment income (loss)		(7,940	)		(14,834	)		(14,800	)		(34,337	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		150,169			1,440,617			458,667			1,514,927
Short-term U.S. government and agency obligations		—			62			2			62

Net realized gain (loss)		150,169			1,440,679			458,669			1,514,989

Change in net unrealized appreciation/depreciation on
Swap agreements		505,167			(529,837	)		263,746			(890,925	)
Short-term U.S. government and agency obligations		(172	)		(47	)		(359	)		306

Change in net unrealized appreciation/depreciation		504,995			(529,884	)		263,387			(890,619	)

Net realized and unrealized gain (loss)		655,164			910,795			722,056			624,370

Net income (loss)	$	647,224		$	895,961		$	707,256		$	590,033

Net income (loss) per weighted-average share	$	10.79		$	7.99		$	11.79		$	4.34

Weighted-average shares outstanding		59,997			112,195			59,997			136,096

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	3,245,965

Net investment income (loss)		(14,800	)
Net realized gain (loss)		458,669
Change in net unrealized appreciation/depreciation		263,387

Net income (loss)		707,256


Shareholders’ equity, at June 30, 2013	$	3,953,221

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended			Six months ended
	June 30, 2013			June 30, 2012
Cash flow from operating activities
Net income (loss)	$	707,256		$	590,033
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		(387,986	)		4,855,078
Change in unrealized appreciation/depreciation on investments		(263,387	)		890,619
Increase (Decrease) in management fee payable		307			(2,403	)

Net cash provided by (used in) operating activities		56,190			6,333,327

Cash flow from financing activities
Payment on shares redeemed		—			(6,153,644	)

Net cash provided by (used in) financing activities		—			(6,153,644	)

Net increase (decrease) in cash		56,190			179,683
Cash, beginning of period		296,119			9,060

Cash, end of period	$	352,309		$	188,743

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013
	(unaudited)		December 31, 2012
Assets
Cash	$	1,750,237	$	658,676
Segregated cash balances with brokers for futures contracts		8,927,380		4,401,374
Short-term U.S. government and agency obligations (Note 3) (cost $231,326,272 and $87,042,320, respectively)		231,327,320		87,046,389
Receivable from capital shares sold		9,087,156		4,031,477
Receivable on open futures contracts		948,600		—
Unrealized appreciation on swap agreements		433,149		—

Total assets		252,473,842		96,137,916

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		979,336
Management fee payable		194,556		70,254
Unrealized depreciation on swap agreements		813,170		5,607,060

Total liabilities		1,007,726		6,656,650

Shareholders’ equity
Shareholders’ equity		251,466,116		89,481,266

Total liabilities and shareholders’ equity	$	252,473,842	$	96,137,916

Shares outstanding		6,919,944		2,219,944

Net asset value per share	$	36.34	$	40.31

Market value per share (Note 2)	$	36.45	$	40.44

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(92% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 07/25/13†	$	59,351,000	$	59,350,209
0.037% due 08/29/13†		99,439,000		99,435,740
0.043% due 10/03/13†		63,731,000		63,721,015
0.047% due 10/31/13		8,822,000		8,820,356

Total short-term U.S. government and agency obligations (cost $231,326,272)			$	231,327,320

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires September 2013		2,108	$	203,295,520	$	(878,497	)

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	07/08/13	$	(41,002,905	)	$	(617,121	)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index	07/08/13		(131,067,619	)		(196,049	)
Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index	07/08/13		(44,714,076	)		279,982
Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	07/08/13		(82,852,782	)		153,167

					$	(380,021	)

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

††	Cash collateral in the amount of $8,927,380 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	23,201		$	20,652		$	48,510		$	30,777

Expenses
Management fee		442,975			278,920			782,559			619,066
Brokerage commissions		18,494			10,438			25,529			16,342

Total expenses		461,469			289,358			808,088			635,408

Net investment income (loss)		(438,268	)		(268,706	)		(759,578	)		(604,631	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		5,255,578			20,779,796			(3,232,391	)		20,649,559
Swap agreements		(4,229,924	)		33,552,184			(1,867,113	)		29,850,810
Short-term U.S. government and agency obligations		8,970			2,561			8,299			1,770

Net realized gain (loss)		1,034,624			54,334,541			(5,091,205	)		50,502,139

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,110,021	)		(2,293,420	)		3,151,224			(3,341,590	)
Swap agreements		10,988,393			(2,396,079	)		5,227,039			(2,249,599	)
Short-term U.S. government and agency obligations		(2,083	)		(1,708	)		(3,021	)		5,321

Change in net unrealized appreciation/depreciation		9,876,289			(4,691,207	)		8,375,242			(5,585,868	)

Net realized and unrealized gain (loss)		10,910,913			49,643,334			3,284,037			44,916,271

Net income (loss)	$	10,472,645		$	49,374,628		$	2,524,459		$	44,311,640

Net income (loss) per weighted-average share	$	2.13		$	16.64		$	0.58		$	12.57

Weighted-average shares outstanding		4,923,241			2,967,197			4,354,474			3,524,614

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	89,481,266

Addition of 9,450,000 shares		347,128,588
Redemption of 4,750,000 shares		(187,668,197	)

Net addition (redemption) of 4,700,000 shares		159,460,391


Net investment income (loss)		(759,578	)
Net realized gain (loss)		(5,091,205	)
Change in net unrealized appreciation/depreciation		8,375,242

Net income (loss)		2,524,459


Shareholders’ equity, at June 30, 2013	$	251,466,116

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	2,524,459		$	44,311,640
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		(4,526,006	)		3,781,688
Net sale (purchase) of short-term U.S. government and agency obligations		(144,283,952	)		63,699,600
Change in unrealized appreciation/depreciation on investments		(5,224,018	)		2,244,278
Decrease (Increase) in receivable on futures contracts		(948,600	)		576,597
Increase (Decrease) in management fee payable		124,302			(43,617	)
Increase (Decrease) in payable on futures contracts		(979,336	)		6,561,280

Net cash provided by (used in) operating activities		(153,313,151	)		121,131,466

Cash flow from financing activities
Proceeds from addition of shares		342,072,909			122,243,525
Payment on shares redeemed		(187,668,197	)		(243,505,299	)

Net cash provided by (used in) financing activities		154,404,712			(121,261,774	)

Net increase (decrease) in cash		1,091,561			(130,308	)
Cash, beginning of period		658,676			265,258

Cash, end of period	$	1,750,237		$	134,950

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	509,709	$	310,060
Segregated cash balances with brokers for futures contracts		2,772,000		1,795,030
Short-term U.S. government and agency obligations (Note 3) (cost $16,504,279 and $10,042,198, respectively)		16,503,821		10,042,731
Receivable on open futures contracts		156,328		632,777

Total assets		19,941,858		12,780,598

Liabilities and shareholders’ equity
Liabilities
Management fee payable		17,321		12,258

Total liabilities		17,321		12,258

Shareholders’ equity
Shareholders’ equity		19,924,537		12,768,340

Total liabilities and shareholders’ equity	$	19,941,858	$	12,780,598

Shares outstanding (Note 1)		224,952		125,008

Net asset value per share (Note 1)	$	88.57	$	102.14

Market value per share (Note 1) (Note 2)	$	88.00	$	101.64

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(83% of shareholders’ equity)
U.S. Treasury Bills:
0.063% due 07/25/13	$	4,447,000	$	4,446,941
0.036% due 08/29/13		310,000		309,990
0.026% due 10/03/13		2,703,000		2,702,576
0.044% due 10/31/13		9,046,000		9,044,314

Total short-term U.S. government and agency obligations (cost $16,504,279)			$	16,503,821

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires September 2013		1,120	$	39,860,800	$	2,329,474

††	Cash collateral in the amount of $2,772,000 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	3,549		$	2,166		$	5,950		$	3,029

Expenses
Management fee		61,051			—			97,194			24,973
Brokerage commissions		17,088			27,710			26,912			41,476
Offering costs		—			39,029			—			45,648
Limitation by Sponsor		—			(48	)		—			—

Total expenses		78,139			66,691			124,106			112,097

Net investment income (loss)		(74,590	)		(64,525	)		(118,156	)		(109,068	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(834,719	)		1,866,063			(2,608,140	)		6,303,174
Short-term U.S. government and agency obligations		1,105			9			1,001			(158	)

Net realized gain (loss)		(833,614	)		1,866,072			(2,607,139	)		6,303,016

Change in net unrealized appreciation/depreciation on
Futures contracts		5,826,227			(11,132,490	)		1,920,339			(5,201,530	)
Short-term U.S. government and agency obligations		(767	)		76			(991	)		464

Change in net unrealized appreciation/depreciation		5,825,460			(11,132,414	)		1,919,348			(5,201,066	)

Net realized and unrealized gain (loss)		4,991,846			(9,266,342	)		(687,791	)		1,101,950

Net income (loss)	$	4,917,256		$	(9,330,867	)	$	(805,947	)	$	992,882

Net income (loss) per weighted-average share (Note 1)	$	13.27		$	(99.01	)	$	(2.98	)	$	10.07

Weighted-average shares outstanding (Note 1)		370,605			94,238			270,791			98,634

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	12,768,340

Addition of 337,500 shares (Note 1)		26,309,258
Redemption of 237,556 shares (Note 1)		(18,347,114	)

Net addition (redemption) of 99,944 shares (Note 1)		7,962,144


Net investment income (loss)		(118,156	)
Net realized gain (loss)		(2,607,139	)
Change in net unrealized appreciation/depreciation		1,919,348

Net income (loss)		(805,947	)


Shareholders’ equity, at June 30, 2013	$	19,924,537

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(805,947	)	$	992,882
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		(976,970	)		(1,160,325	)
Net sale (purchase) of short-term U.S. government and agency obligations		(6,462,081	)		(8,863,227	)
Change in unrealized appreciation/depreciation on investments		991			(464	)
Decrease (Increase) in receivable on futures contracts		476,449			123,128
Decrease (Increase) in Limitation by Sponsor		—			(13,430	)
Change in offering cost		—			1,879
Increase (Decrease) in management fee payable		5,063			(5,069	)
Increase (Decrease) in payable on futures contracts		—			758,773
Increase (Decrease) in payable for offering costs		—			43,768

Net cash provided by (used in) operating activities		(7,762,495	)		(8,122,085	)

Cash flow from financing activities
Proceeds from addition of shares		26,309,258			25,809,015
Payment on shares redeemed		(18,347,114	)		(20,300,520	)

Net cash provided by (used in) financing activities		7,962,144			5,508,495

Net increase (decrease) in cash		199,649			(2,613,590	)
Cash, beginning of period		310,060			2,969,266

Cash, end of period	$	509,709		$	355,676

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	271,918	$	175,194
Segregated cash balances with brokers for futures contracts		17,600		14,850
Short-term U.S. government and agency obligations (Note 3) (cost $135,974,504 and $88,573,928, respectively)		135,973,947		88,575,398
Unrealized appreciation on forward agreements		51,785,690		3,729,856

Total assets		188,049,155		92,495,298

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		17,112,476		—
Payable on open futures contracts		2,420		3,980
Management fee payable		131,262		74,576

Total liabilities		17,246,158		78,556

Shareholders’ equity
Shareholders’ equity		170,802,997		92,416,742

Total liabilities and shareholders’ equity	$	188,049,155	$	92,495,298

Shares outstanding		1,496,978		1,446,978

Net asset value per share	$	114.10	$	63.87

Market value per share (Note 2)	$	106.50	$	62.60

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(80% of shareholders’ equity)
U.S. Treasury Bills:
0.052% due 07/25/13†	$	20,918,000	$	20,917,721
0.038% due 08/29/13†		31,554,000		31,552,966
0.050% due 10/03/13†		61,476,000		61,466,368
0.050% due 10/31/13†		22,041,000		22,036,892

Total short-term U.S. government and agency obligations (cost $135,974,504)			$	135,973,947

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires August 2013		2	$	244,740	$	41,240

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	07/08/13	$	(160,500	)	$	(191,319,210	)	$	30,994,698
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	07/08/13		(47,698	)		(56,856,970	)		7,224,251
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold	07/08/13		(40,400	)		(48,157,608	)		7,403,722
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	07/08/13		(37,750	)		(44,998,755	)		6,163,019

								$	51,785,690

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

††	Cash collateral in the amount of $17,600 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	19,551		$	24,236		$	35,308		$	31,155

Expenses
Management fee		368,796			327,032			595,254			676,801
Brokerage commissions		8			8			24			25

Total expenses		368,804			327,040			595,278			676,826

Net investment income (loss)		(349,253	)		(302,804	)		(559,970	)		(645,671	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		32,000			21,860			65,420			39,700
Forward agreements		20,826,050			3,236,377			33,676,097			1,672,552
Short-term U.S. government and agency obligations		1,604			819			1,205			843

Net realized gain (loss)		20,859,654			3,259,056			33,742,722			1,713,095

Change in net unrealized appreciation/depreciation on
Futures contracts		42,650			(7,820	)		26,000			(45,520	)
Forward agreements		55,031,972			4,392,520			48,055,834			(28,637,853	)
Short-term U.S. government and agency obligations		(2,827	)		(184	)		(2,027	)		6,524

Change in net unrealized appreciation/depreciation		55,071,795			4,384,516			48,079,807			(28,676,849	)

Net realized and unrealized gain (loss)		75,931,449			7,643,572			81,822,529			(26,963,754	)

Net income (loss)	$	75,582,196		$	7,340,768		$	81,262,559		$	(27,609,425	)

Net income (loss) per weighted-average share (Note 1)	$	40.80		$	3.76		$	48.81		$	(13.30	)

Weighted-average shares outstanding (Note 1)		1,852,472			1,949,948			1,664,933			2,076,527

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	92,416,742

Addition of 1,200,000 shares		98,059,279
Redemption of shares 1,150,000		(100,935,583	)

Net addition (redemption) of 50,000 shares		(2,876,304	)


Net investment income (loss)		(559,970	)
Net realized gain (loss)		33,742,722
Change in net unrealized appreciation/depreciation		48,079,807

Net income (loss)		81,262,559


Shareholders’ equity, at June 30, 2013	$	170,802,997

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	81,262,559		$	(27,609,425	)
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		(2,750	)		(455	)
Net sale (purchase) of short-term U.S. government and agency obligations		(47,400,576	)		40,220,663
Change in unrealized appreciation/depreciation on investments		(48,053,807	)		28,631,329
Increase (Decrease) in management fee payable		56,686			(21,970	)
Increase (Decrease) in payable on futures contracts		(1,560	)		10,760

Net cash provided by (used in) operating activities		(14,139,448	)		41,230,902

Cash flow from financing activities
Proceeds from addition of shares		98,059,279			—
Payment on shares redeemed		(83,823,107	)		(41,312,555	)

Net cash provided by (used in) financing activities		14,236,172			(41,312,555	)

Net increase (decrease) in cash		96,724			(81,653	)
Cash, beginning of period		175,194			330,841

Cash, end of period	$	271,918		$	249,188

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	235,913	$	344,378
Segregated cash balances with brokers for futures contracts		24,750		24,200
Short-term U.S. government and agency obligations (Note 3) (cost $81,897,311 and $86,199,868, respectively)		81,895,916		86,206,701
Unrealized appreciation on forward agreements		41,146,185		19,307,685

Total assets		123,302,764		105,882,964

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		39,319,300		5,138,116
Payable on open futures contracts		9,170		2,520
Management fee payable		87,547		85,625

Total liabilities		39,416,017		5,226,261

Shareholders’ equity
Shareholders’ equity		83,886,747		100,656,703

Total liabilities and shareholders’ equity	$	123,302,764	$	105,882,964

Shares outstanding		758,489		1,958,489

Net asset value per share	$	110.60	$	51.40

Market value per share (Note 2)	$	101.27	$	50.07

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(98% of shareholders’ equity)
U.S. Treasury Bills:
0.065% due 07/25/13	$	10,550,000	$	10,549,859
0.036% due 08/29/13†		15,197,000		15,196,502
0.046% due 10/03/13†		34,386,000		34,380,613
0.044% due 10/31/13		21,773,000		21,768,942

Total short-term U.S. government and agency obligations (cost $81,897,311)			$	81,895,916

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires September 2013		2	$	194,700	$	23,400

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	07/08/13	$	(6,443,000	)	$	(121,534,953	)	$	26,789,324
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	07/08/13		(417,500	)		(7,875,344	)		4,141,484
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	07/08/13		(1,728,000	)		(32,595,437	)		6,806,911
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	07/08/13		(298,000	)		(5,621,204	)		3,408,466

								$	41,146,185

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

††	Cash collateral in the amount of $24,750 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	16,691		$	29,103		$	39,046		$	44,427

Expenses
Management fee		290,088			400,447			540,615			903,594
Brokerage commissions		16			17			24			25

Total expenses		290,104			400,464			540,639			903,619

Net investment income (loss)		(273,413	)		(371,361	)		(501,593	)		(859,192	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		93,800			51,500			125,740			53,400
Forward agreements		51,521,527			39,011,375			80,694,099			3,325,061
Short-term U.S. government and agency obligations		1,956			1,632			3,097			(42	)

Net realized gain (loss)		51,617,283			39,064,507			80,822,936			3,378,419

Change in net unrealized appreciation/depreciation on
Futures contracts		(4,120	)		(1,780	)		(16,620	)		(48,820	)
Forward agreements		40,890,897			13,286,817			21,838,500			(21,008,895	)
Short-term U.S. government and agency obligations		(4,874	)		(1,835	)		(8,228	)		8,972

Change in net unrealized appreciation/depreciation		40,881,903			13,283,202			21,813,652			(21,048,743	)

Net realized and unrealized gain (loss)		92,499,186			52,347,709			102,636,588			(17,670,324	)

Net income (loss)	$	92,225,773		$	51,976,348		$	102,134,995		$	(18,529,516	)

Net income (loss) per weighted-average share (Note 1)	$	57.16		$	18.62		$	54.51		$	(5.52	)

Weighted-average shares outstanding (Note 1)		1,613,434			2,791,342			1,873,682			3,355,273

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	100,656,703

Addition of 1,500,000 shares		95,085,247
Redemption of 2,700,000 shares		(213,990,198	)

Net addition (redemption) of (1,200,000) shares		(118,904,951	)


Net investment income (loss)		(501,593	)
Net realized gain (loss)		80,822,936
Change in net unrealized appreciation/depreciation		21,813,652

Net income (loss)		102,134,995


Shareholders’ equity, at June 30, 2013	$	83,886,747

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	102,134,995		$	(18,529,516	)
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		(550	)		5,340
Net sale (purchase) of short-term U.S. government and agency obligations		4,302,557			76,411,626
Change in unrealized appreciation/depreciation on investments		(21,830,272	)		20,999,923
Increase (Decrease) in management fee payable		1,922			(62,866	)
Increase (Decrease) in payable on futures contracts		6,650			13,210

Net cash provided by (used in) operating activities		84,615,302			78,837,717

Cash flow from financing activities
Proceeds from addition of shares		95,085,247			236,731,671
Payment on shares redeemed		(179,809,014	)		(315,660,119	)

Net cash provided by (used in) financing activities		(84,723,767	)		(78,928,448	)

Net increase (decrease) in cash		(108,465	)		(90,731	)
Cash, beginning of period		344,378			648,166

Cash, end of period	$	235,913		$	557,435

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	447,495	$	302,359
Segregated cash balances with brokers for futures contracts		56,925		63,250
Short-term U.S. government and agency obligations (Note 3) (cost $3,316,853 and $3,409,716, respectively)		3,316,934		3,409,904
Receivable on open futures contracts		8,338		6,612
Receivable from Sponsor		30,376		—
Offering costs (Note 5)		—		19,770
Limitation by Sponsor		—		2,145

Total assets		3,860,068		3,804,040

Liabilities and shareholders’ equity
Liabilities
Management fee payable		493		—
Payable for offering costs		66,741		41,000

Total liabilities		67,234		41,000

Shareholders’ equity
Shareholders’ equity		3,792,834		3,763,040

Total liabilities and shareholders’ equity	$	3,860,068	$	3,804,040

Shares outstanding		100,005		100,005

Net asset value per share	$	37.93	$	37.63

Market value per share (Note 2)	$	38.01	$	37.64

See accompanying notes to financial statements.

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(87% of shareholders’ equity)
U.S. Treasury Bills:
0.060% due 07/25/13	$	3,163,000	$	3,162,958
0.050% due 10/03/13		154,000		153,976

Total short-term U.S. government and agency obligations (cost $3,316,853)			$	3,316,934

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Euro Fx Currency Futures - CME, expires September 2013		23	$	3,744,113	$	67,613

††	Cash collateral in the amount of $56,925 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	511		$	—		$	1,025		$	—

Expenses
Management fee		493			—			493			—
Brokerage commissions		114			63			230			63
Offering costs		35,401			562			45,511			562
Limitation by Sponsor		(26,925	)		(148	)		(28,232	)		(148	)

Total expenses		9,083			477			18,002			477

Net investment income (loss)		(8,572	)		(477	)		(16,977	)		(477	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(67,938	)		(2,000	)		(75,938	)		(2,000	)
Short-term U.S. government and agency obligations		5			—			147			—

Net realized gain (loss)		(67,933	)		(2,000	)		(75,791	)		(2,000	)

Change in net unrealized appreciation/depreciation on
Futures contracts		5,900			(50,313	)		122,669			(50,313	)
Short-term U.S. government and agency obligations		53			—			(107	)		—

Change in net unrealized appreciation/depreciation		5,953			(50,313	)		122,562			(50,313	)

Net realized and unrealized gain (loss)		(61,980	)		(52,313	)		46,771			(52,313	)

Net income (loss)	$	(70,552	)	$	(52,790	)	$	29,794		$	(52,790	)

Net income (loss) per weighted-average share	$	(0.71	)	$	(0.66	)	$	0.30		$	(0.66	)

Weighted-average shares outstanding		100,005			80,005			100,005			80,005

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	3,763,040

Net investment income (loss)		(16,977	)
Net realized gain (loss)		(75,791	)
Change in net unrealized appreciation/depreciation		122,562

Net income (loss)		29,794


Shareholders’ equity, at June 30, 2013	$	3,792,834

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	29,794		$	(52,790	)
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		6,325			(101,875	)
Net sale (purchase) of short-term U.S. government and agency obligations		92,863			—
Change in unrealized appreciation/depreciation on investments		107			—
Decrease (Increase) in receivable on futures contracts		(1,726	)		—
Decrease (Increase) in receivable from Sponsor		(30,376	)		—
Decrease (Increase) in Limitation by Sponsor		2,145			(148	)
Change in offering cost		19,770			(40,438	)
Increase (Decrease) in management fee payable		493			—
Increase (Decrease) in payable on futures contracts		—			53,765
Increase (Decrease) in payable for offering costs		25,741			41,000

Net cash provided by (used in) operating activities		145,136			(100,486	)

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		145,136			3,899,514
Cash, beginning of period		302,359			200

Cash, end of period	$	447,495		$	3,899,714

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	2,103,377	$	361,157
Segregated cash balances with brokers for futures contracts		1,030,656		144,540
Short-term U.S. government and agency obligations (Note 3) (cost $19,591,538 and $3,302,725, respectively)		19,591,494		3,302,907
Receivable on open futures contracts		533,851		—
Offering costs (Note 5)		2,926		22,129
Limitation by Sponsor		10,293		2,216

Total assets		23,272,597		3,832,949

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		10,950
Payable for offering costs		66,741		41,000

Total liabilities		66,741		51,950

Shareholders’ equity
Shareholders’ equity		23,205,856		3,780,999

Total liabilities and shareholders’ equity	$	23,272,597	$	3,832,949

Shares outstanding		500,005		100,005

Net asset value per share	$	46.41	$	37.81

Market value per share (Note 2)	$	46.54	$	37.74

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(84% of shareholders’ equity)
U.S. Treasury Bills:
0.060% due 07/25/13	$	2,943,000	$	2,942,961
0.032% due 08/29/13		9,216,000		9,215,698
0.044% due 10/03/13		7,434,000		7,432,835

Total short-term U.S. government and agency obligations (cost $19,591,538)			$	19,591,494

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires September 2013		512	$	46,627,840	$	1,398,641

††	Cash collateral in the amount of $1,030,656 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


	Three months ended June 30, 2013			Six months ended June 30, 2013
Investment Income
Interest	$	1,111		$	1,609

Expenses
Brokerage commissions		3,381			3,779
Offering costs		34,834			44,944
Limitation by Sponsor		(6,735	)		(8,076	)

Total expenses		31,480			40,647

Net investment income (loss)		(30,369	)		(39,038	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		1,793,067			1,905,097
Short-term U.S. government and agency obligations		26			161

Net realized gain (loss)		1,793,093			1,905,258

Change in net unrealized appreciation/depreciation on
Futures contracts		1,508,211			1,313,051
Short-term U.S. government and agency obligations		(67	)		(226	)

Change in net unrealized appreciation/depreciation		1,508,144			1,312,825

Net realized and unrealized gain (loss)		3,301,237			3,218,083

Net income (loss)	$	3,270,868		$	3,179,045

Net income (loss) per weighted-average share	$	11.63		$	16.63

Weighted-average shares outstanding		281,324			191,165

*	Since the Fund commenced investment operations on July 17, 2012, the Statements of Operations for the three and six months ended June 30, 2012 are not available.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	3,780,999

Addition of 400,000 shares		16,245,812


Net investment income (loss)		(39,038	)
Net realized gain (loss)		1,905,258
Change in net unrealized appreciation/depreciation		1,312,825

Net income (loss)		3,179,045


Shareholders’ equity, at June 30, 2013	$	23,205,856

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


	Six months ended June 30, 2013
Cash flow from operating activities
Net income (loss)	$	3,179,045
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		(886,116	)
Net sale (purchase) of short-term U.S. government and agency obligations		(16,288,813	)
Change in unrealized appreciation/depreciation on investments		226
Decrease (Increase) in receivable on futures contracts		(533,851	)
Decrease (Increase) in Limitation by Sponsor		(8,077	)
Change in offering cost		19,203
Increase (Decrease) in payable on futures contracts		(10,950	)
Increase (Decrease) in payable for offering costs		25,741

Net cash provided by (used in) operating activities		(14,503,592	)

Cash flow from financing activities
Proceeds from addition of shares		16,245,812
Net cash provided by (used in) financing activities		16,245,812

Net increase (decrease) in cash		1,742,220
Cash, beginning of period		361,157

Cash, end of period	$	2,103,377

*	Since the Fund commenced investment operations on July 17, 2012, the Statement of Cash Flows for the six months ended June 30, 2012 is not available.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	259,242	$	276,372
Short-term U.S. government and agency obligations (Note 3) (cost $519,068,669 and $553,417,216, respectively)		519,058,420		553,430,562
Unrealized appreciation on foreign currency forward contracts		6,401,815		251,047

Total assets		525,719,477		553,957,981

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		14,439,668		13,282,209
Management fee payable		395,914		499,127
Unrealized depreciation on foreign currency forward contracts		1,655,091		13,398,619

Total liabilities		16,490,673		27,179,955

Shareholders’ equity
Shareholders’ equity		509,228,804		526,778,026

Total liabilities and shareholders’ equity	$	525,719,477	$	553,957,981

Shares outstanding		26,400,014		27,700,014

Net asset value per share	$	19.29	$	19.02

Market value per share (Note 2)	$	19.29	$	19.01

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(102% of shareholders’ equity)
U.S. Treasury Bills:
0.010% due 07/25/13†	$	228,409,000	$	228,405,955
0.038% due 08/29/13†		19,350,000		19,349,366
0.049% due 10/03/13†		22,750,000		22,746,436
0.045% due 10/31/13		248,603,000		248,556,663

Total short-term U.S. government and agency obligations (cost $519,068,669)			$	519,058,420

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	07/12/13		44,814,400		$	58,332,335		$	(783,826	)
Euro with UBS AG	07/12/13		34,423,300			44,806,836			(871,265	)

								$	(1,655,091	)

Contracts to Sell
Euro with Goldman Sachs International	07/12/13		(422,574,325	)	$	(550,040,774	)	$	3,121,033
Euro with UBS AG	07/12/13		(439,602,400	)		(572,205,246	)		3,280,782

								$	6,401,815

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

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	52,873		$	151,290		$	140,103		$	199,019

Expenses
Management fee		1,203,991			2,092,889			2,384,334			4,293,156

Total expenses		1,203,991			2,092,889			2,384,334			4,293,156

Net investment income (loss)		(1,151,118	)		(1,941,599	)		(2,244,231	)		(4,094,137	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(8,147,050	)		82,141,512			(11,096,730	)		120,954,100
Short-term U.S. government and agency obligations		4,812			1,301			4,419			(435	)

Net realized gain (loss)		(8,142,238	)		82,142,813			(11,092,311	)		120,953,665

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(8,918,725	)		8,466,287			17,894,296			(90,022,265	)
Short-term U.S. government and agency obligations		(22,855	)		11,912			(23,595	)		49,354

Change in net unrealized appreciation/depreciation		(8,941,580	)		8,478,199			17,870,701			(89,972,911	)

Net realized and unrealized gain (loss)		(17,083,818	)		90,621,012			6,778,390			30,980,754

Net income (loss)	$	(18,234,936	)	$	88,679,413		$	4,534,159		$	26,886,617

Net income (loss) per weighted-average share	$	(0.69	)	$	2.04		$	0.17		$	0.59

Weighted-average shares outstanding		26,443,421			43,416,498			26,524,876			45,267,871

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	526,778,026

Addition of 4,850,000 shares		93,103,875
Redemption of 6,150,000 shares		(115,187,256	)

Net addition (redemption) of (1,300,000) shares		(22,083,381	)


Net investment income (loss)		(2,244,231	)
Net realized gain (loss)		(11,092,311	)
Change in net unrealized appreciation/depreciation		17,870,701

Net income (loss)		4,534,159


Shareholders’ equity, at June 30, 2013	$	509,228,804

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	4,534,159		$	26,886,617
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		34,348,547			110,248,380
Change in unrealized appreciation/depreciation on investments		(17,870,701	)		89,972,911
Increase (Decrease) in management fee payable		(103,213	)		(157,836	)

Net cash provided by (used in) operating activities		20,908,792			226,950,072

Cash flow from financing activities
Proceeds from addition of shares		93,103,875			214,033,529
Payment on shares redeemed		(114,029,797	)		(440,635,501	)

Net cash provided by (used in) financing activities		(20,925,922	)		(226,601,972	)

Net increase (decrease) in cash		(17,130	)		348,100
Cash, beginning of period		276,372			102,088

Cash, end of period	$	259,242		$	450,188

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	544,997	$	363,826
Short-term U.S. government and agency obligations (Note 3) (cost $542,421,891 and $362,731,936, respectively)		542,423,314		362,743,231
Unrealized appreciation on foreign currency forward contracts		2,828,827		38,346,817
Receivable from capital shares sold		—		7,613,633

Total assets		545,797,138		409,067,507

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		12,821,996		—
Management fee payable		385,045		271,235
Unrealized depreciation on foreign currency forward contracts		6,956,913		232,642

Total liabilities		20,163,954		503,877

Shareholders’ equity
Shareholders’ equity		525,633,184		408,563,630

Total liabilities and shareholders’ equity	$	545,797,138	$	409,067,507

Shares outstanding		8,199,294		8,049,294

Net asset value per share	$	64.11	$	50.76

Market value per share (Note 2)	$	64.08	$	50.77

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(103% of shareholders’ equity)
U.S. Treasury Bills:
0.058% due 07/25/13†	$	219,048,000	$	219,045,080
0.034% due 08/29/13†		137,529,000		137,524,492
0.044% due 10/03/13†		147,681,000		147,657,863
0.045% due 10/31/13		38,203,000		38,195,879

Total short-term U.S. government and agency obligations (cost $542,421,891)			$	542,423,314

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	07/12/13		8,350,733,600		$	84,194,393		$	(2,932,909	)
Yen with UBS AG	07/12/13		16,247,876,600			163,815,560			(3,766,660	)

								$	(6,699,569	)

Contracts to Sell
Yen with Goldman Sachs International	07/12/13		(62,614,065,100	)	$	(631,292,223	)	$	2,828,827
Yen with UBS AG	07/12/13		(66,314,387,400	)		(668,599,890	)		(257,344	)

								$	2,571,483

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

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	61,098		$	42,631		$	130,590		$	63,202

Expenses
Management fee		1,239,463			572,421			2,244,561			1,162,217

Total expenses		1,239,463			572,421			2,244,561			1,162,217

Net investment income (loss)		(1,178,365	)		(529,790	)		(2,113,971	)		(1,099,015	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		48,138,405			(10,400,196	)		145,024,702			10,452,808
Short-term U.S. government and agency obligations		5,480			997			4,818			692

Net realized gain (loss)		48,143,885			(10,399,199	)		145,029,520			10,453,500

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(6,860,712	)		(8,995,775	)		(42,242,261	)		8,437,864
Short-term U.S. government and agency obligations		(6,064	)		(1,920	)		(9,872	)		8,066

Change in net unrealized appreciation/depreciation		(6,866,776	)		(8,997,695	)		(42,252,133	)		8,445,930

Net realized and unrealized gain (loss)		41,277,109			(19,396,894	)		102,777,387			18,899,430

Net income (loss)	$	40,098,744		$	(19,926,684	)	$	100,663,416		$	17,800,415

Net income (loss) per weighted-average share	$	4.93		$	(3.60	)	$	12.85		$	3.16

Weighted-average shares outstanding		8,141,052			5,531,162			7,833,548			5,639,679

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	408,563,630

Addition of 4,200,000 shares		265,669,124
Redemption of 4,050,000 shares		(249,262,986	)

Net addition (redemption) of 150,000 shares		16,406,138


Net investment income (loss)		(2,113,971	)
Net realized gain (loss)		145,029,520
Change in net unrealized appreciation/depreciation		(42,252,133	)

Net income (loss)		100,663,416


Shareholders’ equity, at June 30, 2013	$	525,633,184

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	100,663,416		$	17,800,415
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		(179,689,955	)		(7,168,124	)
Change in unrealized appreciation/depreciation on investments		42,252,133			(8,445,930	)
Increase (Decrease) in management fee payable		113,810			(3,068	)

Net cash provided by (used in) operating activities		(36,660,596	)		2,183,293

Cash flow from financing activities
Proceeds from addition of shares		273,282,757			106,973,203
Payment on shares redeemed		(236,440,990	)		(108,952,279	)

Net cash provided by (used in) financing activities		36,841,767			(1,979,076	)

Net increase (decrease) in cash		181,171			204,217
Cash, beginning of period		363,826			22,338

Cash, end of period	$	544,997		$	226,555

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	127,273	$	167,546
Short-term U.S. government and agency obligations (Note 3) (cost $4,199,570 and $6,240,818, respectively)		4,199,586		6,240,951

Total assets		4,326,859		6,408,497

Liabilities and shareholders’ equity
Liabilities
Management fee payable		3,257		5,018
Unrealized depreciation on swap agreements		471,275		306,268

Total liabilities		474,532		311,286

Shareholders’ equity
Shareholders’ equity		3,852,327		6,097,211

Total liabilities and shareholders’ equity	$	4,326,859	$	6,408,497

Shares outstanding		200,014		250,014

Net asset value per share	$	19.26	$	24.39

Market value per share (Note 2)	$	18.96	$	23.93

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(109% of shareholders’ equity)
U.S. Treasury Bills:
0.058% due 07/25/13†	$	1,428,000	$	1,427,981
0.038% due 08/29/13†		693,000		692,977
0.050% due 10/03/13†		520,000		519,919
0.050% due 10/31/13		1,559,000		1,558,709

Total short-term U.S. government and agency obligations (cost $4,199,570)			$	4,199,586

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Dow Jones-UBS Commodity Index	07/08/13	$	1,822,734	$	(109,267	)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	07/08/13		3,776,452		(232,010	)
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	07/08/13		2,113,290		(129,998	)

				$	(471,275	)

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

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	664		$	1,404		$	1,414		$	1,929

Expenses
Management fee		10,237			19,408			22,616			41,946

Total expenses		10,237			19,408			22,616			41,946

Net investment income (loss)		(9,573	)		(18,004	)		(21,202	)		(40,017	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(274,078	)		(1,858,138	)		(782,975	)		(2,180,586	)
Short-term U.S. government and agency obligations		14			—			30			—

Net realized gain (loss)		(274,064	)		(1,858,138	)		(782,945	)		(2,180,586	)

Change in net unrealized appreciation/depreciation on
Swap agreements		(586,322	)		972,171			(165,007	)		1,393,496
Short-term U.S. government and agency obligations		(45	)		(119	)		(117	)		308

Change in net unrealized appreciation/depreciation		(586,367	)		972,052			(165,124	)		1,393,804

Net realized and unrealized gain (loss)		(860,431	)		(886,086	)		(948,069	)		(786,782	)

Net income (loss)	$	(870,004	)	$	(904,090	)	$	(969,271	)	$	(826,799	)

Net income (loss) per weighted-average share	$	(4.35	)	$	(2.58	)	$	(4.65	)	$	(2.36	)

Weighted-average shares outstanding		200,014			350,014			208,578			350,014

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	6,097,211

Redemption of 50,000 shares		(1,275,613	)


Net investment income (loss)		(21,202	)
Net realized gain (loss)		(782,945	)
Change in net unrealized appreciation/depreciation		(165,124	)

Net income (loss)		(969,271	)


Shareholders’ equity, at June 30, 2013	$	3,852,327

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(969,271	)	$	(826,799	)
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		2,041,248			2,383,060
Change in unrealized appreciation/depreciation on investments		165,124			(1,393,804	)
Increase (Decrease) in management fee payable		(1,761	)		(1,589	)

Net cash provided by (used in) operating activities		1,235,340			160,868

Cash flow from financing activities
Payment on shares redeemed		(1,275,613	)		—

Net cash provided by (used in) financing activities		(1,275,613	)		—

Net increase (decrease) in cash		(40,273	)		160,868
Cash, beginning of period		167,546			59,453

Cash, end of period	$	127,273		$	220,321

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,044,661	$	2,198,932
Segregated cash balances with brokers for futures contracts		6,576,955		23,356,627
Short-term U.S. government and agency obligations (Note 3) (cost $207,731,082 and $437,644,628, respectively)		207,733,071		437,662,650
Unrealized appreciation on swap agreements		4,186,474		33,333,620
Receivable on open futures contracts		—		3,430,415

Total assets		219,541,161		499,982,244

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		16,071,243
Payable on open futures contracts		702,657		—
Management fee payable		193,390		402,037

Total liabilities		896,047		16,473,280

Shareholders’ equity
Shareholders’ equity		218,645,114		483,508,964

Total liabilities and shareholders’ equity	$	219,541,161	$	499,982,244

Shares outstanding		7,249,170		16,449,170

Net asset value per share	$	30.16	$	29.39

Market value per share (Note 2)	$	30.11	$	29.32

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(95% of shareholders’ equity)
U.S. Treasury Bills:
0.051% due 07/25/13†	$	131,096,000	$	131,094,253
0.043% due 08/29/13†		32,495,000		32,493,935
0.042% due 10/03/13†		37,452,000		37,446,132
0.045% due 10/31/13†		6,700,000		6,698,751

Total short-term U.S. government and agency obligations (cost $207,731,082)			$	207,733,071

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires September 2013		1,553	$	149,771,320	$	312,348

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	07/08/13	$	62,000,092	$	892,115
Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index	07/08/13		91,806,162		2,304,658
Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index	07/08/13		36,864,746		242,147
Swap agreement with UBS AG based on Dow Jones-UBS Crude WTI Oil Sub-Index	07/08/13		96,863,044		747,554

				$	4,186,474

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

††	Cash collateral in the amount of $6,576,955 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	38,629		$	50,164		$	101,903		$	63,252

Expenses
Management fee		670,575			705,397			1,510,962			1,353,126
Brokerage commissions		23,394			24,244			38,311			33,921

Total expenses		693,969			729,641			1,549,273			1,387,047

Net investment income (loss)		(655,340	)		(679,477	)		(1,447,370	)		(1,323,795	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		3,790,456			(43,010,826	)		43,537,640			(42,969,389	)
Swap agreements		16,943,213			(69,149,030	)		43,760,354			(53,646,332	)
Short-term U.S. government and agency obligations		9,883			2,955			8,850			2,813

Net realized gain (loss)		20,743,552			(112,156,901	)		87,306,844			(96,612,908	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,050,168	)		5,283,890			(21,648,062	)		11,501,350
Swap agreements		(21,007,097	)		11,098,422			(29,147,146	)		13,970,590
Short-term U.S. government and agency obligations		(4,574	)		8,614			(16,033	)		20,114

Change in net unrealized appreciation/depreciation		(22,061,839	)		16,390,926			(50,811,241	)		25,492,054

Net realized and unrealized gain (loss)		(1,318,287	)		(95,765,975	)		36,495,603			(71,120,854	)

Net income (loss)	$	(1,973,627	)	$	(96,445,452	)	$	35,048,233		$	(72,444,649	)

Net income (loss) per weighted-average share	$	(0.20	)	$	(10.57	)	$	3.26		$	(9.40	)

Weighted-average shares outstanding		9,729,390			9,122,796			10,736,739			7,710,434

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	483,508,964

Addition of 6,700,000 shares		182,677,095
Redemption of 15,900,000 shares		(482,589,178	)

Net addition (redemption) of (9,200,000) shares		(299,912,083	)


Net investment income (loss)		(1,447,370	)
Net realized gain (loss)		87,306,844
Change in net unrealized appreciation/depreciation		(50,811,241	)

Net income (loss)		35,048,233


Shareholders’ equity, at June 30, 2013	$	218,645,114

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	35,048,233		$	(72,444,649	)
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		16,779,672			(12,370,270	)
Net sale (purchase) of short-term U.S. government and agency obligations		229,913,546			(173,060,277	)
Change in unrealized appreciation/depreciation on investments		29,163,179			(13,990,704	)
Decrease (Increase) in receivable on futures contracts		3,430,415			(32,740,847	)
Increase (Decrease) in management fee payable		(208,647	)		65,413
Increase (Decrease) in payable on futures contracts		702,657			—

Net cash provided by (used in) operating activities		314,829,055			(304,541,334	)

Cash flow from financing activities
Proceeds from addition of shares		182,677,095			479,322,944
Payment on shares redeemed		(498,660,421	)		(174,437,259	)

Net cash provided by (used in) financing activities		(315,983,326	)		304,885,685

Net increase (decrease) in cash		(1,154,271	)		344,351
Cash, beginning of period		2,198,932			495,671

Cash, end of period	$	1,044,661		$	840,022

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,819,984	$	3,385,764
Segregated cash balances with brokers for futures contracts		5,860,800		10,264,090
Short-term U.S. government and agency obligations (Note 3) (cost $34,895,166 and $64,312,441, respectively)		34,894,234		64,313,224

Total assets		42,575,018		77,963,078

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		401,083		4,891,783
Management fee payable		31,034		51,925

Total liabilities		432,117		4,943,708

Shareholders’ equity
Shareholders’ equity		42,142,901		73,019,370

Total liabilities and shareholders’ equity	$	42,575,018	$	77,963,078

Shares outstanding		1,169,941		1,869,941

Net asset value per share	$	36.02	$	39.05

Market value per share (Note 2)	$	36.26	$	39.24

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(83% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 07/25/13	$	1,588,000	$	1,587,979
0.038% due 08/29/13		4,976,000		4,975,837
0.045% due 10/03/13		23,539,000		23,535,312
0.044% due 10/31/13		4,796,000		4,795,106

Total short-term U.S. government and agency obligations (cost $34,895,166)			$	34,894,234

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires September 2013		2,368	$	84,277,120	$	(5,946,238	)

††	Cash collateral in the amount of $5,860,800 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	4,949		$	6,879		$	16,626		$	8,998

Expenses
Management fee		93,177			75,830			269,790			123,202
Brokerage commissions		23,462			43,045			56,397			59,119
Offering costs		—			39,029			—			45,648

Total expenses		116,639			157,904			326,187			227,969

Net investment income (loss)		(111,690	)		(151,025	)		(309,561	)		(218,971	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		9,153,747			(21,504,204	)		14,901,941			(26,662,775	)
Short-term U.S. government and agency obligations		2,584			1,135			3,777			1,254

Net realized gain (loss)		9,156,331			(21,503,069	)		14,905,718			(26,661,521	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(19,990,856	)		34,960,080			(2,129,288	)		19,416,770
Short-term U.S. government and agency obligations		(2,990	)		1,064			(1,715	)		1,894

Change in net unrealized appreciation/depreciation		(19,993,846	)		34,961,144			(2,131,003	)		19,418,664

Net realized and unrealized gain (loss)		(10,837,515	)		13,458,075			12,774,715			(7,242,857	)

Net income (loss)	$	(10,949,205	)	$	13,307,050		$	12,465,154		$	(7,461,828	)

Net income (loss) per weighted-average share (Note 1)	$	(13.32	)	$	10.57		$	9.17		$	(8.94	)

Weighted-average shares outstanding (Note 1)		822,139			1,258,547			1,359,168			834,329

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	73,019,370

Addition of 1,650,000 shares		64,246,608
Redemption of 2,350,000 shares		(107,588,231	)

Net addition (redemption) of (700,000) shares		(43,341,623	)


Net investment income (loss)		(309,561	)
Net realized gain (loss)		14,905,718
Change in net unrealized appreciation/depreciation		(2,131,003	)

Net income (loss)		12,465,154


Shareholders’ equity, at June 30, 2013	$	42,142,901

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	12,465,154		$	(7,461,828	)
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		4,403,290			(11,205,891	)
Net sale (purchase) of short-term U.S. government and agency obligations		29,417,275			(46,184,173	)
Change in unrealized appreciation/depreciation on investments		1,715			(1,894	)
Decrease (Increase) in receivable on futures contracts		—			(4,399,785	)
Change in offering cost		—			1,879
Increase (Decrease) in management fee payable		(20,891	)		14,122
Increase (Decrease) in payable on futures contracts		(4,490,700	)		—
Increase (Decrease) in payable for offering costs		—			43,768

Net cash provided by (used in) operating activities		41,775,843			(69,193,802	)

Cash flow from financing activities
Proceeds from addition of shares		64,246,608			68,265,160
Payment on shares redeemed		(107,588,231	)		(2,840	)

Net cash provided by (used in) financing activities		(43,341,623	)		68,262,320

Net increase (decrease) in cash		(1,565,780	)		(931,482	)
Cash, beginning of period		3,385,764			3,361,868

Cash, end of period	$	1,819,984		$	2,430,386

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	190,622	$	342,345
Segregated cash balances with brokers for futures contracts		17,600		14,850
Short-term U.S. government and agency obligations (Note 3) (cost $191,167,836 and $350,608,755, respectively)		191,165,003		350,624,904
Receivable from capital shares sold		2,084,318		—
Receivable on open futures contracts		2,420		3,980

Total assets		193,459,963		350,986,079

Liabilities and shareholders’ equity
Liabilities
Management fee payable		140,059		279,269
Unrealized depreciation on forward agreements		53,705,404		15,652,058

Total liabilities		53,845,463		15,931,327

Shareholders’ equity
Shareholders’ equity		139,614,500		335,054,752

Total liabilities and shareholders’ equity	$	193,459,963	$	350,986,079

Shares outstanding		3,350,014		4,000,014

Net asset value per share	$	41.68	$	83.76

Market value per share (Note 2)	$	44.63	$	85.34

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(137% of shareholders’ equity)
U.S. Treasury Bills:
0.051% due 07/25/13	$	2,798,000	$	2,797,963
0.039% due 08/29/13†		34,799,000		34,797,859
0.045% due 10/03/13†		60,894,000		60,884,460
0.050% due 10/31/13†		92,702,000		92,684,721

Total short-term U.S. government and agency obligations (cost $191,167,836)			$	191,165,003

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires August 2013		2	$	244,740	$	(41,260	)

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	07/08/13	$	162,700	$	193,941,654	$	(34,265,059	)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	07/08/13		20,320		24,221,846		(7,468,030	)
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold	07/08/13		29,300		34,926,186		(6,059,415	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	07/08/13		21,700		25,866,834		(5,912,900	)

						$	(53,705,404	)

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

††	Cash collateral in the amount of $17,600 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	41,790		$	61,509		$	100,868		$	88,900

Expenses
Management fee		519,993			815,451			1,282,605			1,721,175
Brokerage commissions		8			9			24			25

Total expenses		520,001			815,460			1,282,629			1,721,200

Net investment income (loss)		(478,211	)		(753,951	)		(1,181,761	)		(1,632,300	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(32,040	)		(21,840	)		(65,540	)		(39,480	)
Forward agreements		(67,976,609	)		(20,380,704	)		(118,358,314	)		(50,221,860	)
Short-term U.S. government and agency obligations		5,838			521			8,497			634

Net realized gain (loss)		(68,002,811	)		(20,402,023	)		(118,415,357	)		(50,260,706	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(42,640	)		7,860			(26,020	)		45,420
Forward agreements		(62,927,844	)		(12,231,525	)		(38,053,346	)		64,192,809
Short-term U.S. government and agency obligations		(10,396	)		(1,540	)		(18,982	)		11,664

Change in net unrealized appreciation/depreciation		(62,980,880	)		(12,225,205	)		(38,098,348	)		64,249,893

Net realized and unrealized gain (loss)		(130,983,691	)		(32,627,228	)		(156,513,705	)		13,989,187

Net income (loss)	$	(131,461,902	)	$	(33,381,179	)	$	(157,695,466	)	$	12,356,887

Net income (loss) per weighted-average share	$	(36.33	)	$	(7.92	)	$	(41.23	)	$	2.93

Weighted-average shares outstanding		3,618,146			4,213,750			3,825,152			4,213,476

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	335,054,752

Addition of 200,000 shares		12,568,038
Redemption of 850,000 shares		(50,312,824	)

Net addition (redemption) of (650,000) shares		(37,744,786	)


Net investment income (loss)		(1,181,761	)
Net realized gain (loss)		(118,415,357	)
Change in net unrealized appreciation/depreciation		(38,098,348	)

Net income (loss)		(157,695,466	)


Shareholders’ equity, at June 30, 2013	$	139,614,500

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(157,695,466	)	$	12,356,887
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		(2,750	)		4,725
Net sale (purchase) of short-term U.S. government and agency obligations		159,440,919			51,791,803
Change in unrealized appreciation/depreciation on investments		38,072,328			(64,204,473	)
Decrease (Increase) in receivable on futures contracts		1,560			(10,220	)
Increase (Decrease) in management fee payable		(139,210	)		(45,607	)

Net cash provided by (used in) operating activities		39,677,381			(106,885	)

Cash flow from financing activities
Proceeds from addition of shares		10,483,720			47,944,608
Payment on shares redeemed		(50,312,824	)		(47,891,176	)

Net cash provided by (used in) financing activities		(39,829,104	)		53,432

Net increase (decrease) in cash		(151,723	)		(53,453	)
Cash, beginning of period		342,345			400,533

Cash, end of period	$	190,622		$	347,080

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	585,257	$	890,051
Segregated cash balances with brokers for futures contracts		24,750		24,200
Short-term U.S. government and agency obligations (Note 3) (cost $585,910,461 and $891,006,493, respectively)		585,906,874		891,057,386
Receivable from capital shares sold		16,267,836		2,148,957
Receivable on open futures contracts		9,170		2,520

Total assets		602,793,887		894,123,114

Liabilities and shareholders’ equity
Liabilities
Management fee payable		387,076		657,008
Unrealized depreciation on forward agreements		176,550,859		145,740,706

Total liabilities		176,937,935		146,397,714

Shareholders’ equity
Shareholders’ equity		425,855,952		747,725,400

Total liabilities and shareholders’ equity	$	602,793,887	$	894,123,114

Shares outstanding		27,050,028		17,400,028

Net asset value per share	$	15.74	$	42.97

Market value per share (Note 2)	$	17.00	$	44.10

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(138% of shareholders’ equity)
U.S. Treasury Bills:
0.057% due 07/25/13†	$	214,748,000	$	214,745,137
0.031% due 08/29/13†		58,972,000		58,970,067
0.046% due 10/03/13†		231,119,000		231,082,791
0.050% due 10/31/13†		81,124,000		81,108,879

Total short-term U.S. government and agency obligations (cost $585,910,461)			$	585,906,874

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires September 2013		2	$	194,700	$	(23,500	)

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	07/08/13	$	27,286,000	$	514,698,547	$	(100,661,789	)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	07/08/13		4,638,800		87,502,148		(24,477,384	)
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	07/08/13		8,445,000		159,298,880		(31,882,510	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	07/08/13		4,775,000		90,071,303		(19,529,176	)

						$	(176,550,859	)

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

††	Cash collateral in the amount of $24,750 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	102,633		$	125,529		$	261,893		$	177,264

Expenses
Management fee		1,309,255			1,736,295			3,092,914			3,621,349
Brokerage commissions		12			21			20			29

Total expenses		1,309,267			1,736,316			3,092,934			3,621,378

Net investment income (loss)		(1,206,634	)		(1,610,787	)		(2,831,041	)		(3,444,114	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(94,004	)		(56,400	)		(126,144	)		(58,300	)
Forward agreements		(322,516,719	)		(219,337,173	)		(538,173,127	)		(211,228,823	)
Short-term U.S. government and agency obligations		8,898			2,360			23,111			3,051

Net realized gain (loss)		(322,601,825	)		(219,391,213	)		(538,276,160	)		(211,284,072	)

Change in net unrealized appreciation/depreciation on
Futures contracts		4,270			1,680			16,520			48,720
Forward agreements		(168,444,141	)		(68,863,942	)		(30,810,153	)		63,997,801
Short-term U.S. government and agency obligations		(26,859	)		(4,361	)		(54,480	)		26,626

Change in net unrealized appreciation/depreciation		(168,466,730	)		(68,866,623	)		(30,848,113	)		64,073,147

Net realized and unrealized gain (loss)		(491,068,555	)		(288,257,836	)		(569,124,273	)		(147,210,925	)

Net income (loss)	$	(492,275,189	)	$	(289,868,623	)	$	(571,955,314	)	$	(150,655,039	)

Net income (loss) per weighted-average share	$	(21.79	)	$	(17.60	)	$	(28.28	)	$	(9.85	)

Weighted-average shares outstanding		22,587,391			16,467,610			20,222,680			15,298,929

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	747,725,400

Addition of 10,550,000 shares		272,435,756
Redemption of 900,000 shares		(22,349,890	)

Net addition (redemption) of 9,650,000 shares		250,085,866


Net investment income (loss)		(2,831,041	)
Net realized gain (loss)		(538,276,160	)
Change in net unrealized appreciation/depreciation		(30,848,113	)

Net income (loss)		(571,955,314	)


Shareholders’ equity, at June 30, 2013	$	425,855,952

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(571,955,314	)	$	(150,655,039	)
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		(550	)		12,150
Net sale (purchase) of short-term U.S. government and agency obligations		305,096,032			(4,080,323	)
Change in unrealized appreciation/depreciation on investments		30,864,633			(64,024,427	)
Decrease (Increase) in receivable on futures contracts		(6,650	)		(7,210	)
Increase (Decrease) in management fee payable		(269,932	)		(44,407	)

Net cash provided by (used in) operating activities		(236,271,781	)		(218,799,256	)

Cash flow from financing activities
Proceeds from addition of shares		258,316,877			323,069,389
Payment on shares redeemed		(22,349,890	)		(104,263,013	)

Net cash provided by (used in) financing activities		235,966,987			218,806,376

Net increase (decrease) in cash		(304,794	)		7,120
Cash, beginning of period		890,051			772,442

Cash, end of period	$	585,257		$	779,562

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	336,594	$	426,634
Segregated cash balances with brokers for futures contracts		144,936		158,400
Short-term U.S. government and agency obligations (Note 3) (cost $2,922,798 and $3,570,687, respectively)		2,922,887		3,570,894
Receivable on open futures contracts		—		12,000
Offering costs (Note 5)		2,926		22,128
Limitation by Sponsor		27,076		1,012

Total assets		3,434,419		4,191,068

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		84,282		—
Payable for offering costs		66,741		41,000

Total liabilities		151,023		41,000

Shareholders’ equity
Shareholders’ equity		3,283,396		4,150,068

Total liabilities and shareholders’ equity	$	3,434,419	$	4,191,068

Shares outstanding		100,005		100,005

Net asset value per share	$	32.83	$	41.50

Market value per share (Note 2)	$	33.96	$	41.45

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(89% of shareholders’ equity)
U.S. Treasury Bills:
0.058% due 07/25/13	$	73,000	$	72,999
0.041% due 08/29/13		2,730,000		2,729,910
0.044% due 10/31/13		120,000		119,978

Total short-term U.S. government and agency obligations (cost $2,922,798)			$	2,922,887

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires September 2013		72	$	6,557,040	$	(207,107	)

††	Cash collateral in the amount of $144,936 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


	Three months ended June 30, 2013			Six months ended June 30, 2013
Investment Income
Interest	$	424		$	1,070

Expenses
Brokerage commissions		415			777
Offering costs		34,834			44,944
Limitation by Sponsor		(25,730	)		(26,064	)

Total expenses		9,519			19,657

Net investment income (loss)		(9,095	)		(18,587	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(590,630	)		(739,905	)
Short-term U.S. government and agency obligations		110			15

Net realized gain (loss)		(590,520	)		(739,890	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(332,037	)		(108,077	)
Short-term U.S. government and agency obligations		42			(118	)

Change in net unrealized appreciation/depreciation		(331,995	)		(108,195	)

Net realized and unrealized gain (loss)		(922,515	)		(848,085	)

Net income (loss)	$	(931,610	)	$	(866,672	)

Net income (loss) per weighted-average share	$	(9.32	)	$	(8.67	)

Weighted-average shares outstanding		100,005			100,005

*	Since the Fund commenced investment operations on July 17, 2012, the Statements of Operations for the three and six months ended June 30, 2012 are not available.

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	4,150,068

Net investment income (loss)		(18,587	)
Net realized gain (loss)		(739,890	)
Change in net unrealized appreciation/depreciation		(108,195	)

Net income (loss)		(866,672	)


Shareholders’ equity, at June 30, 2013	$	3,283,396

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


	Six months ended June 30, 2013
Cash flow from operating activities
Net income (loss)	$	(866,672	)
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		13,464
Net sale (purchase) of short-term U.S. government and agency obligations		647,889
Change in unrealized appreciation/depreciation on investments		118
Decrease (Increase) in receivable on futures contracts		12,000
Decrease (Increase) in Limitation by Sponsor		(26,064	)
Change in offering cost		19,202
Increase (Decrease) in payable on futures contracts		84,282
Increase (Decrease) in payable for offering costs		25,741

Net cash provided by (used in) operating activities		(90,040	)

Net increase (decrease) in cash		(90,040	)
Cash, beginning of period		426,634

Cash, end of period	$	336,594

*	Since the Fund commenced investment operations on July 17, 2012, the Statement of Cash Flows for the six months ended June 30, 2012 is not available.

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	118,706	$	240,086
Short-term U.S. government and agency obligations (Note 3) (cost $3,442,664 and $4,546,872, respectively)		3,442,640		4,546,944
Unrealized appreciation on foreign currency forward contracts		2,001		89,473

Total assets		3,563,347		4,876,503

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,821		3,873
Unrealized depreciation on foreign currency forward contracts		39,032		2,314

Total liabilities		41,853		6,187

Shareholders’ equity
Shareholders’ equity		3,521,494		4,870,316

Total liabilities and shareholders’ equity	$	3,563,347	$	4,876,503

Shares outstanding		150,014		200,014

Net asset value per share	$	23.47	$	24.35

Market value per share (Note 2)	$	23.25	$	24.32

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(98% of shareholders’ equity)
U.S. Treasury Bills:
0.051% due 07/25/13†	$	579,000	$	578,992
0.035% due 08/29/13†		782,000		781,974
0.050% due 10/03/13		2,082,000		2,081,674

Total short-term U.S. government and agency obligations (cost $3,442,664)			$	3,442,640

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	07/12/13		1,560,125		$	2,030,725		$	(10,596	)
Euro with UBS AG	07/12/13		4,001,900			5,209,044			(28,436	)

								$	(39,032	)

Contracts to Sell
Euro with Goldman Sachs International	07/12/13		(113,700	)	$	(147,997	)	$	1,584
Euro with UBS AG	07/12/13		(39,200	)		(51,024	)		417

								$	2,001

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

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	421		$	1,087		$	1,097		$	1,575

Expenses
Management fee		8,564			15,501			19,964			38,818

Total expenses		8,564			15,501			19,964			38,818

Net investment income (loss)		(8,143	)		(14,414	)		(18,867	)		(37,243	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		36,991			(617,222	)		(28,371	)		(866,798	)
Short-term U.S. government and agency obligations		(5	)		42			9			43

Net realized gain (loss)		36,986			(617,180	)		(28,362	)		(866,755	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		96,965			(171,629	)		(124,190	)		640,153
Short-term U.S. government and agency obligations		(74	)		51			(96	)		453

Change in net unrealized appreciation/depreciation		96,891			(171,578	)		(124,286	)		640,606

Net realized and unrealized gain (loss)		133,877			(788,758	)		(152,648	)		(226,149	)

Net income (loss)	$	125,734		$	(803,172	)	$	(171,515	)	$	(263,392	)

Net income (loss) per weighted-average share	$	0.82		$	(2.87	)	$	(0.97	)	$	(0.77	)

Weighted-average shares outstanding		152,761			279,684			176,257			341,772

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	4,870,316

Redemption of 50,000 shares		(1,177,307	)


Net investment income (loss)		(18,867	)
Net realized gain (loss)		(28,362	)
Change in net unrealized appreciation/depreciation		(124,286	)

Net income (loss)		(171,515	)


Shareholders’ equity, at June 30, 2013	$	3,521,494

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(171,515	)	$	(263,392	)
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		1,104,208			4,794,371
Change in unrealized appreciation/depreciation on investments		124,286			(640,606	)
Increase (Decrease) in management fee payable		(1,052	)		(1,888	)

Net cash provided by (used in) operating activities		1,055,927			3,888,485

Cash flow from financing activities
Proceeds from addition of shares		—			1,209,580
Payment on shares redeemed		(1,177,307	)		(4,841,780	)

Net cash provided by (used in) financing activities		(1,177,307	)		(3,632,200	)

Net increase (decrease) in cash		(121,380	)		256,285
Cash, beginning of period		240,086			10,469

Cash, end of period	$	118,706		$	266,754

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	117,893	$	138,033
Short-term U.S. government and agency obligations (Note 3) (cost $3,057,775 and $4,587,701, respectively)		3,057,900		4,587,918
Unrealized appreciation on foreign currency forward contracts		10,228		13,523

Total assets		3,186,021		4,739,474

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,578		3,660
Unrealized depreciation on foreign currency forward contracts		164		507,819

Total liabilities		2,742		511,479

Shareholders’ equity
Shareholders’ equity		3,183,279		4,227,995

Total liabilities and shareholders’ equity	$	3,186,021	$	4,739,474

Shares outstanding		150,014		150,014

Net asset value per share	$	21.22	$	28.18

Market value per share (Note 2)	$	21.10	$	28.28

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(96% of shareholders’ equity)
U.S. Treasury Bills:
0.045% due 08/29/13†	$	3,058,000	$	3,057,900

Total short-term U.S. government and agency obligations (cost $3,057,775)			$	3,057,900

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	07/12/13		335,178,000		$	3,379,357		$	2,490
Yen with UBS AG	07/12/13		340,182,000			3,429,808			(164	)

								$	2,326

Contracts to Sell
Yen with Goldman Sachs International	07/12/13		(30,988,700	)	$	(312,437	)	$	6,514
Yen with UBS AG	07/12/13		(13,025,800	)		(131,330	)		1,224

								$	7,738

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

^	The positions and counterparties herein are as of June 30, 2013. 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.

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	417		$	872		$	1,243		$	1,244

Expenses
Management fee		7,644			11,836			18,530			24,019

Total expenses		7,644			11,836			18,530			24,019

Net investment income (loss)		(7,227	)		(10,964	)		(17,287	)		(22,775	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(456,601	)		204,025			(1,674,572	)		(221,184	)
Short-term U.S. government and agency obligations		11			1			53			16

Net realized gain (loss)		(456,590	)		204,026			(1,674,519	)		(221,168	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		80,626			125,587			504,360			(203,105	)
Short-term U.S. government and agency obligations		67			39			(92	)		241

Change in net unrealized appreciation/depreciation		80,693			125,626			504,268			(202,864	)

Net realized and unrealized gain (loss)		(375,897	)		329,652			(1,170,251	)		(424,032	)

Net income (loss)	$	(383,124	)	$	318,688		$	(1,187,538	)	$	(446,807	)

Net income (loss) per weighted-average share	$	(2.55	)	$	2.12		$	(7.05	)	$	(2.98	)

Weighted-average shares outstanding		150,014			150,014			168,522			150,014

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	4,227,995

Addition of 50,000 shares		1,323,474
Redemption of 50,000 shares		(1,180,652	)

Net addition (redemption) of 0 shares		142,822


Net investment income (loss)		(17,287	)
Net realized gain (loss)		(1,674,519	)
Change in net unrealized appreciation/depreciation		504,268

Net income (loss)		(1,187,538	)


Shareholders’ equity, at June 30, 2013	$	3,183,279

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(1,187,538	)	$	(446,807	)
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		1,529,926			436,317
Change in unrealized appreciation/depreciation on investments		(504,268	)		202,864
Increase (Decrease) in management fee payable		(1,082	)		(342	)

Net cash provided by (used in) operating activities		(162,962	)		192,032

Cash flow from financing activities
Proceeds from addition of shares		1,323,474			—
Payment on shares redeemed		(1,180,652	)		—

Net cash provided by (used in) financing activities		142,822			—

Net increase (decrease) in cash		(20,140	)		192,032
Cash, beginning of period		138,033			5,798

Cash, end of period	$	117,893		$	197,830

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	2,797,528	$	2,989,958
Segregated cash balances with brokers for futures contracts		47,610,000		34,109,998
Short-term U.S. government and agency obligations (Note 3) (cost $133,776,406 and $144,057,296, respectively)		133,770,653		144,060,921
Receivable from capital shares sold		—		2,518,068

Total assets		184,178,181		183,678,945

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		8,438,784		14,374,851
Payable on open futures contracts		776,726		31,540,181
Management fee payable		154,652		106,449

Total liabilities		9,370,162		46,021,481

Shareholders’ equity
Shareholders’ equity		174,808,019		137,657,464

Total liabilities and shareholders’ equity	$	184,178,181	$	183,678,945

Shares outstanding (Note 1)		3,124,812		1,640,001

Net asset value per share (Note 1)	$	55.94	$	83.94

Market value per share (Note 1) (Note 2)	$	55.91	$	85.05

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(77% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 07/25/13	$	1,806,000	$	1,805,976
0.042% due 08/29/13		20,106,000		20,105,341
0.037% due 10/03/13		107,314,000		107,297,187
0.048% due 10/31/13		4,563,000		4,562,149

Total short-term U.S. government and agency obligations (cost $133,776,406)			$	133,770,653

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires July 2013		5,513	$	99,509,650	$	2,794,117
VIX Futures - CBOE, expires August 2013		4,009		75,770,100		(1,557,580	)

					$	1,236,537

††	Cash collateral in the amount of $47,610,000 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	19,211		$	19,273		$	43,539		$	26,077

Expenses
Management fee		454,439			325,748			806,110			473,017
Offering costs		—			—			—			1,090

Total expenses		454,439			325,748			806,110			474,107

Net investment income (loss)		(435,228	)		(306,475	)		(762,571	)		(448,030	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		11,156,344			(9,362,087	)		(44,252,605	)		(52,094,224	)
Short-term U.S. government and agency obligations		4,792			1,293			3,030			1,147

Net realized gain (loss)		11,161,136			(9,360,794	)		(44,249,575	)		(52,093,077	)

Change in net unrealized appreciation/depreciation on
Futures contracts		9,582,597			1,033,366			1,457,956			(16,312,581	)
Short-term U.S. government and agency obligations		(9,307	)		703			(9,378	)		3,306

Change in net unrealized appreciation/depreciation		9,573,290			1,034,069			1,448,578			(16,309,275	)

Net realized and unrealized gain (loss)		20,734,426			(8,326,725	)		(42,800,997	)		(68,402,352	)

Net income (loss)	$	20,299,198		$	(8,633,200	)	$	(43,563,568	)	$	(68,850,382	)

Net income (loss) per weighted-average share (Note 1)	$	4.98		$	(10.99	)	$	(12.80	)	$	(128.15	)

Weighted-average shares outstanding (Note 1)		4,072,778			785,441			3,402,475			537,281

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	137,657,464

Addition of 5,270,000 shares (Note 1)		303,160,309
Redemption of 3,785,189 shares (Note 1)		(222,446,186	)

Net addition (redemption) of 1,484,811 shares (Note 1)		80,714,123


Net investment income (loss)		(762,571	)
Net realized gain (loss)		(44,249,575	)
Change in net unrealized appreciation/depreciation		1,448,578

Net income (loss)		(43,563,568	)


Shareholders’ equity, at June 30, 2013	$	174,808,019

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(43,563,568	)	$	(68,850,382	)
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		(13,500,002	)		(53,061,419	)
Net sale (purchase) of short-term U.S. government and agency obligations		10,280,890			(66,194,846	)
Change in unrealized appreciation/depreciation on investments		9,378			(3,306	)
Decrease (Increase) in receivable on futures contracts		—			742,451
Change in offering cost		—			1,090
Increase (Decrease) in management fee payable		48,203			83,194
Increase (Decrease) in payable on futures contracts		(30,763,455	)		12,233,347

Net cash provided by (used in) operating activities		(77,488,554	)		(175,049,871	)

Cash flow from financing activities
Proceeds from addition of shares		305,678,377			401,124,260
Payment on shares redeemed		(228,382,253	)		(224,683,875	)

Net cash provided by (used in) financing activities		77,296,124			176,440,385

Net increase (decrease) in cash		(192,430	)		1,390,514
Cash, beginning of period		2,989,958			563,350

Cash, end of period	$	2,797,528		$	1,953,864

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,181,857	$	2,063,715
Segregated cash balances with brokers for futures contracts		11,902,000		7,830,000
Short-term U.S. government and agency obligations (Note 3) (cost $57,494,504 and $79,927,870, respectively)		57,492,428		79,930,866
Receivable from capital shares sold		2,121,684		—

Total assets		72,697,969		89,824,581

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		50,571,549
Payable on open futures contracts		516,649		1,890,675
Management fee payable		47,939		59,365

Total liabilities		564,588		52,521,589

Shareholders’ equity
Shareholders’ equity		72,133,381		37,302,992

Total liabilities and shareholders’ equity	$	72,697,969	$	89,824,581

Shares outstanding		2,550,005		1,075,005

Net asset value per share	$	28.29	$	34.70

Market value per share (Note 2)	$	28.25	$	34.22

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(80% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 07/25/13	$	105,000	$	104,998
0.032% due 08/29/13		5,711,000		5,710,813
0.043% due 10/03/13		42,064,000		42,057,410
0.047% due 10/31/13		9,621,000		9,619,207

Total short-term U.S. government and agency obligations (cost $57,494,504)			$	57,492,428

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires October 2013		667	$	13,573,450	$	1,271,500
VIX Futures - CBOE, expires November 2013		1,152		23,846,400		2,637,122
VIX Futures - CBOE, expires December 2013		1,152		24,192,000		1,660,982
VIX Futures - CBOE, expires January 2014		485		10,524,500		12,830

					$	5,582,434

††	Cash collateral in the amount of $11,902,000 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	6,431		$	12,164		$	13,751		$	18,250

Expenses
Management fee		133,204			221,167			238,020			431,431
Offering costs		—			—			—			682

Total expenses		133,204			221,167			238,020			432,113

Net investment income (loss)		(126,773	)		(209,003	)		(224,269	)		(413,863	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(2,486,914	)		(3,325,870	)		(12,747,085	)		(25,743,470	)
Short-term U.S. government and agency obligations		824			480			1,310			(2,010	)

Net realized gain (loss)		(2,486,090	)		(3,325,390	)		(12,745,775	)		(25,745,480	)

Change in net unrealized appreciation/depreciation on
Futures contracts		7,458,863			5,016,790			7,052,844			(24,810	)
Short-term U.S. government and agency obligations		(3,852	)		2,452			(5,072	)		8,553

Change in net unrealized appreciation/depreciation		7,455,011			5,019,242			7,047,772			(16,257	)

Net realized and unrealized gain (loss)		4,968,921			1,693,852			(5,698,003	)		(25,761,737	)

Net income (loss)	$	4,842,148		$	1,484,849		$	(5,922,272	)	$	(26,175,600	)

Net income (loss) per weighted-average share	$	2.00		$	0.84		$	(2.80	)	$	(15.97	)

Weighted-average shares outstanding		2,415,115			1,766,214			2,113,541			1,638,604

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	37,302,992

Addition of 2,700,000 shares		73,788,757
Redemption of 1,225,000 shares		(33,036,096	)

Net addition (redemption) of 1,475,000 shares		40,752,661


Net investment income (loss)		(224,269	)
Net realized gain (loss)		(12,745,775	)
Change in net unrealized appreciation/depreciation		7,047,772

Net income (loss)		(5,922,272	)


Shareholders’ equity, at June 30, 2013	$	72,133,381

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(5,922,272	)	$	(26,175,600	)
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		(4,072,000	)		(25,983,500	)
Net sale (purchase) of short-term U.S. government and agency obligations		22,433,366			28,874,161
Change in unrealized appreciation/depreciation on investments		5,072			(8,553	)

Decrease (Increase) in receivable on futures contracts		—			798,319
Decrease (Increase) in Limitation by Sponsor		—			2,481
Change in offering cost		—			682
Increase (Decrease) in management fee payable		(11,426	)		66,834
Increase (Decrease) in payable on futures contracts		(1,374,026	)		3,015,230

Net cash provided by (used in) operating activities		11,058,714			(19,409,946	)

Cash flow from financing activities
Proceeds from addition of shares		71,667,073			59,610,752
Payment on shares redeemed		(83,607,645	)		(38,950,719	)

Net cash provided by (used in) financing activities		(11,940,572	)		20,660,033

Net increase (decrease) in cash		(881,858	)		1,250,087
Cash, beginning of period		2,063,715			627,557

Cash, end of period	$	1,181,857		$	1,877,644

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,944,024	$	1,790,825
Segregated cash balances with brokers for futures contracts		117,095,000		38,727,007
Short-term U.S. government and agency obligations (Note 3) (cost $95,593,040 and $97,445,279, respectively)		95,589,019		97,440,843
Unrealized appreciation on swap agreements		—		301,351
Receivable from capital shares sold		18,016,281		18,127,289

Total assets		232,644,324		156,387,315

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		10,799,429		35,907,787
Payable on open futures contracts		6,404,993		35,666,735
Management fee payable		203,985		96,661

Total liabilities		17,408,407		71,671,183

Shareholders’ equity
Shareholders’ equity		215,235,917		84,716,132

Total liabilities and shareholders’ equity	$	232,644,324	$	156,387,315

Shares outstanding (Note 1)		2,989,557		420,808

Net asset value per share (Note 1)	$	72.00	$	201.32

Market value per share (Note 1) (Note 2)	$	71.69	$	209.00

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(44% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 07/25/13	$	6,040,000$		6,039,919
0.036% due 08/29/13		18,946,000		18,945,379
0.033% due 10/03/13		63,344,000		63,334,076
0.048% due 10/31/13		7,271,000		7,269,645

Total short-term U.S. government and agency obligations (cost $95,593,040)			$	95,589,019

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires July 2013		13,560	$	244,758,000	$	6,497,591
VIX Futures - CBOE, expires August 2013		9,859		186,335,100		(3,256,620	)

					$	3,240,971

††	Cash collateral in the amount of $117,095,000 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	18,527		$	14,866		$	36,066		$	17,781

Expenses
Management fee		744,547			475,752			1,277,454			630,453
Brokerage commissions		664,479			429,454			1,221,816			612,128
Offering costs		—			42,876			—			50,028

Total expenses		1,409,026			948,082			2,499,270			1,292,609

Net investment income (loss)		(1,390,499	)		(933,216	)		(2,463,204	)		(1,274,828	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		17,763,794			(59,215,744	)		(100,473,172	)		(178,462,736	)
Swap agreements		—			(268,863	)		(4,453,107	)		(268,863	)
Short-term U.S. government and agency obligations		16,125			5,579			20,260			6,863

Net realized gain (loss)		17,779,919			(59,479,028	)		(104,906,019	)		(178,724,736	)

Change in net unrealized appreciation/depreciation on
Futures contracts		21,978,092			(23,102,989	)		1,183,909			(51,731,012	)
Swap agreements		—			(2,712,401	)		(301,351	)		(7,695,811	)
Short-term U.S. government and agency obligations		(4,150	)		2,289			415			3,341

Change in net unrealized appreciation/depreciation		21,973,942			(25,813,101	)		882,973			(59,423,482	)

Net realized and unrealized gain (loss)		39,753,861			(85,292,129	)		(104,023,046	)		(238,148,218	)

Net income (loss)	$	38,363,362		$	(86,225,345	)	$	(106,486,250	)	$	(239,423,046	)

Net income (loss) per weighted-average share (Note 1)	$	8.04		$	(606.32	)	$	(30.01	)	$	(2,807.30	)

Weighted-average shares outstanding (Note 1)		4,769,929			142,212			3,548,267			85,286

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	84,716,132

Addition of 13,350,000 shares (Note 1)		1,101,308,498
Redemption of 10,781,251 shares (Note 1)		(864,302,463	)

Net addition (redemption) of 2,568,749 shares (Note 1)		237,006,035


Net investment income (loss)		(2,463,204	)
Net realized gain (loss)		(104,906,019	)
Change in net unrealized appreciation/depreciation		882,973

Net income (loss)		(106,486,250	)


Shareholders’ equity, at June 30, 2013	$	215,235,917

See accompanying notes to financial statements.

100

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(106,486,250	)	$	(239,423,046	)
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		(78,367,993	)		(213,437,984	)
Net sale (purchase) of short-term U.S. government and agency obligations		1,852,239			(98,779,327	)
Change in unrealized appreciation/depreciation on investments		300,936			7,692,470
Change in offering cost		—			1,956
Increase (Decrease) in management fee payable		107,324			182,328
Increase (Decrease) in payable on futures contracts		(29,261,742	)		58,779,607
Increase (Decrease) in payable for offering costs		—			48,072

Net cash provided by (used in) operating activities		(211,855,486	)		(484,935,924	)

Cash flow from financing activities
Proceeds from addition of shares		1,101,419,506			883,869,112
Payment on shares redeemed		(889,410,821	)		(399,886,540	)

Net cash provided by (used in) financing activities		212,008,685			483,982,572

Net increase (decrease) in cash		153,199			(953,352	)
Cash, beginning of period		1,790,825			2,972,032

Cash, end of period	$	1,944,024		$	2,018,680

See accompanying notes to financial statements.

101

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,702,729	$	2,236,726
Segregated cash balances with brokers for futures contracts		31,840,000		20,731,497
Short-term U.S. government and agency obligations (Note 3) (cost $83,295,438 and $53,683,800, respectively)		83,294,070		53,686,352
Receivable from capital shares sold		—		13,232,678
Receivable on open futures contracts		628,781		5,524,721

Total assets		117,465,580		95,411,974

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		12,699,384
Management fee payable		69,858		48,957

Total liabilities		69,858		12,748,341

Shareholders’ equity
Shareholders’ equity		117,395,722		82,663,633

Total liabilities and shareholders’ equity	$	117,465,580	$	95,411,974

Shares outstanding		1,500,020		1,250,020

Net asset value per share	$	78.26	$	66.13

Market value per share (Note 2)	$	78.45	$	65.45

See accompanying notes to financial statements.

102

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(71% of shareholders’ equity)
U.S. Treasury Bills:
0.051% due 07/25/13	$	5,512,000	$	5,511,927
0.036% due 08/29/13		33,192,000		33,190,912
0.029% due 10/03/13		18,323,000		18,320,129
0.045% due 10/31/13		26,276,000		26,271,102

Total short-term U.S. government and agency obligations (cost $83,295,438)			$	83,294,070

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires July 2013		3,687	$	66,550,350	$	(1,894,221	)
VIX Futures - CBOE, expires August 2013		2,681		50,670,900		1,260,550

					$	(633,671	)

††	Cash collateral in the amount of $31,840,000 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.

See accompanying notes to financial statements.

103

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	7,368		$	3,301		$	16,633		$	4,195

Expenses
Management fee		185,400			17,034			323,063			35,978
Brokerage commissions		118,168			39,043			203,189			67,872
Offering costs		—			42,876			—			50,028

Total expenses		303,568			98,953			526,252			153,878

Net investment income (loss)		(296,200	)		(95,652	)		(509,619	)		(149,683	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(4,128,965	)		(2,781,528	)		21,075,146			4,076,312
Short-term U.S. government and agency obligations		1,978			933			2,054			786

Net realized gain (loss)		(4,126,987	)		(2,780,595	)		21,077,200			4,077,098

Change in net unrealized appreciation/depreciation on
Futures contracts		(3,022,387	)		(229,628	)		753,504			585,922
Short-term U.S. government and agency obligations		(2,258	)		173			(3,920	)		424

Change in net unrealized appreciation/depreciation		(3,024,645	)		(229,455	)		749,584			586,346

Net realized and unrealized gain (loss)		(7,151,632	)		(3,010,050	)		21,826,784			4,663,444

Net income (loss)	$	(7,447,832	)	$	(3,105,702	)	$	21,317,165		$	4,513,761

Net income (loss) per weighted-average share (Note 1)	$	(8.20	)	$	(5.05	)	$	26.35		$	9.84

Weighted-average shares outstanding (Note 1)		908,811			615,405			809,136			458,811

See accompanying notes to financial statements.

104

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	82,663,633

Addition of 3,850,000 shares		325,006,478
Redemption of 3,600,000 shares		(311,591,554	)

Net addition (redemption) of 250,000 shares		13,414,924


Net investment income (loss)		(509,619	)
Net realized gain (loss)		21,077,200
Change in net unrealized appreciation/depreciation		749,584

Net income (loss)		21,317,165


Shareholders’ equity, at June 30, 2013	$	117,395,722

See accompanying notes to financial statements.

105

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	21,317,165		$	4,513,761
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		(11,108,503	)		(2,897,242	)
Net sale (purchase) of short-term U.S. government and agency obligations		(29,611,638	)		(13,107,863	)
Change in unrealized appreciation/depreciation on investments		3,920			(424	)
Decrease (Increase) in receivable on futures contracts		4,895,940			(3,886,101	)
Decrease (Increase) in Limitation by Sponsor		—			(10,364	)
Change in offering cost		—			1,956
Increase (Decrease) in management fee payable		20,901			(5,916	)
Increase (Decrease) in payable for offering costs		—			48,072

Net cash provided by (used in) operating activities		(14,482,215	)		(15,344,121	)

Cash flow from financing activities
Proceeds from addition of shares		338,239,156			192,549,780
Payment on shares redeemed		(324,290,938	)		(182,181,509	)

Net cash provided by (used in) financing activities		13,948,218			10,368,271

Net increase (decrease) in cash		(533,997	)		(4,975,850	)
Cash, beginning of period		2,236,726			5,521,055

Cash, end of period	$	1,702,729		$	545,205

See accompanying notes to financial statements.

106

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	18,442,325	$	19,959,356
Segregated cash balances with brokers for futures contracts		233,901,352		141,659,913
Short-term U.S. government and agency obligations (Note 3) (cost $2,956,779,641 and $3,335,156,145, respectively)		2,956,751,062		3,335,285,580
Unrealized appreciation on swap agreements		5,031,871		33,783,473
Unrealized appreciation on forward agreements		92,931,875		23,037,541
Unrealized appreciation on foreign currency forward contracts		9,242,871		38,700,860
Receivable from capital shares sold		47,577,275		47,672,102
Receivable on open futures contracts		2,287,488		9,613,025
Receivable from Sponsor		30,376		—
Offering costs (Note 5)		5,852		257,927
Limitation by Sponsor		37,369		5,373

Total assets		3,366,239,716		3,649,975,150

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		102,931,653		148,045,139
Payable on open futures contracts		8,897,980		74,986,160
Management fee payable		2,451,654		2,729,857
Payable for offering costs		200,223		316,900
Unrealized depreciation on swap agreements		1,284,445		5,913,328
Unrealized depreciation on forward agreements		230,256,263		161,392,764
Unrealized depreciation on foreign currency forward contracts		8,651,200		14,141,394

Total liabilities		354,673,418		407,525,542

Shareholders’ equity
Shareholders’ equity		3,011,566,298		3,242,449,608

Total liabilities and shareholders’ equity	$	3,366,239,716	$	3,649,975,150

Shares outstanding		94,243,272		88,414,783

See accompanying notes to financial statements.

107

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Investment Income
Interest	$	420,559		$	568,104		$	999,479		$	782,733

Expenses
Management fee		7,752,342			8,106,940			15,523,073			16,210,317
Brokerage commissions		869,039			574,052			1,577,032			831,025
Offering costs		105,069			164,372			135,399			193,686
Limitation by Sponsor		(59,390	)		(196	)		(62,372	)		(148	)

Total expenses		8,667,060			8,845,168			17,173,132			17,234,880

Net investment income (loss)		(8,246,501	)		(8,277,064	)		(16,173,653	)		(16,452,147	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		40,803,576			(116,561,280	)		(82,709,936	)		(294,910,229	)
Swap agreements		12,589,380			(36,283,230	)		37,115,826			(24,730,044	)
Forward agreement		(318,145,751	)		(197,470,125	)		(542,161,245	)		(256,453,070	)
Foreign currency forward contracts		39,571,745			71,328,119			132,225,029			130,318,926
Short-term U.S. government and agency obligations		75,010			22,680			94,145			17,329

Net realized gain (loss)		(225,106,040	)		(278,963,836	)		(455,436,181	)		(445,757,088	)

Change in net unrealized appreciation/depreciation on
Futures contracts		20,854,581			9,485,226			(6,930,051	)		(45,157,994	)
Swap agreements		(10,099,859	)		6,432,276			(24,122,719	)		4,527,751
Forward agreements		(135,449,116	)		(63,416,130	)		1,030,835			78,543,862
Foreign currency forward contracts		(15,601,846	)		(575,530	)		(23,967,795	)		(81,147,353	)
Short-term U.S. government and agency obligations		(104,052	)		15,659			(158,014	)		155,931

Change in net unrealized appreciation/depreciation		(140,400,292	)		(48,058,499	)		(54,147,744	)		(43,077,803	)

Net realized and unrealized gain (loss)		(365,506,332	)		(327,022,335	)		(509,583,925	)		(488,834,891	)

Net income (loss)	$	(373,752,833	)	$	(335,299,399	)	$	(525,757,578	)	$	(505,287,038	)

See accompanying notes to financial statements.

108

PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)


Shareholders’ equity, at December 31, 2012	$	3,242,449,608

Addition of 66,257,500 shares		3,278,116,196
Redemption of 58,579,011* shares		(2,983,241,928	)

Net addition (redemption) of 7,678,489 shares		294,874,268


Net investment income (loss)		(16,173,653	)
Net realized gain (loss)		(455,436,181	)
Change in net unrealized appreciation/depreciation		(54,147,744	)

Net income (loss)		(525,757,578	)


Shareholders’ equity, at June 30, 2013	$	3,011,566,298

*	Amount includes $600 of redemptions related to the termination of offerings of the New Funds. See Note 1.

See accompanying notes to financial statements.

109

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)


	Six months ended June 30, 2013			Six months ended June 30, 2012
Cash flow from operating activities
Net income (loss)	$	(525,757,578	)	$	(505,287,038	)
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		(92,241,439	)		(316,415,058	)
Net sale (purchase) of short-term U.S. government and agency obligations		378,376,504			(33,723,101	)
Change in unrealized appreciation/depreciation on investments		47,217,693			(2,080,191	)
Decrease (Increase) in receivable on futures contracts		7,325,537			(38,803,668	)
Decrease (Increase) in receivable from Sponsor		(30,376	)		—
Decrease (Increase) in Limitation by Sponsor		(31,996	)		(21,461	)
Change in offering cost		58,175			(30,996	)
Increase (Decrease) in management fee payable		(278,203	)		15,313
Increase (Decrease) in payable on futures contracts		(66,088,180	)		81,425,972
Increase (Decrease) in payable for offering costs		77,223			224,680

Net cash provided by (used in) operating activities		(251,372,640	)		(814,695,548	)

Cash flow from financing activities
Proceeds from addition of shares		3,278,211,023			3,166,756,528
Payment on shares redeemed*		(3,028,355,414	)		(2,353,658,628	)

Net cash provided by (used in) financing activities		249,855,609			813,097,900

Net increase (decrease) in cash		(1,517,031	)		(1,597,648	)
Cash, beginning of period		19,959,356			19,145,045

Cash, end of period	$	18,442,325		$	17,547,397

*	Amount includes $600 of redemptions related to the termination of offerings of the New Funds. See Note 1.

See accompanying notes to financial statements.

110

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

(unaudited)

NOTE 1 – ORGANIZATION

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of June 30, 2013, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, 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 also registered shares for three additional series; ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy, collectively referred to as the “New Funds”. On April 24, 2013, the registered offerings for each of the New Funds, which had never been publicly offered, were terminated.

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 UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen.

Eight of the Funds, ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Euro and ProShares Ultra Yen, commenced trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares Ultra Gold and ProShares Ultra 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 UltraShort DJ-UBS Natural Gas and ProShares Ultra 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 UltraShort Australian Dollar and ProShares Ultra Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012.

Groups of Funds are collectively referred to in several different ways. References to “Short Funds,” “UltraShort Funds,” or “Ultra 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.

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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. Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to two times (2x) 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 or 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 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., -1x, -2x or 2x) of the period return of the corresponding benchmark and will likely differ significantly. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil and ProShares Ultra 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, 2012 and 2011 and the six months ended June 30, 2013. 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 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 DJ-UBS Natural Gas	May 11, 2012	3-for-1 Share split	May 11, 2012
ProShares UltraShort DJ-UBS Natural Gas	June 10, 2013	1-for-4 reverse Share split	June 10, 2013
ProShares UltraShort Gold	October 5, 2012	1-for-4 reverse Share split	October 5, 2012
ProShares UltraShort Silver	February 25, 2011	1-for-4 reverse Share split	February 25, 2011
ProShares UltraShort Silver	May 11, 2012	1-for-5 reverse Share split	May 11, 2012
ProShares UltraShort Yen	October 13, 2011	1-for-3 reverse Share split	October 13, 2011
ProShares Ultra DJ-UBS Crude Oil	February 25, 2011	1-for-4 reverse Share split	February 25, 2011
ProShares Ultra DJ-UBS Natural Gas	May 11, 2012	1-for-5 reverse Share split	May 11, 2012
ProShares Ultra Silver	October 13, 2011	2-for-1 Share split	October 13, 2011
ProShares VIX Short-Term Futures ETF	June 10, 2013	1-for-5 reverse Share split	June 10, 2013
ProShares Ultra VIX Short-Term Futures ETF	March 8, 2012	1-for-6 reverse Share split	March 8, 2012
ProShares Ultra VIX Short-Term Futures ETF	September 7, 2012	1-for-10 reverse Share split	September 7, 2012
ProShares Ultra VIX Short-Term Futures ETF	June 10, 2013	1-for-10 reverse Share split	June 10, 2013
ProShares Short VIX Short-Term Futures ETF	October 5, 2012	2-for-1 Share split	October 5, 2012

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The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF, 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 UltraShort DJ-UBS Natural Gas, ProShares Ultra Silver 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.

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”). Certain prior year amounts have been reclassified to conform to the current year presentation.

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s and the Funds’ financial statements included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 1, 2013.

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 SEC, 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.

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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 June 30, 2013, 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 three months ended June 30, 2013 were as follows. All times are Eastern Standard Time:


	NAV Calculation Time		NAV Calculation Date
UltraShort Silver, Ultra Silver		7:00 A.M.		June 28
UltraShort Gold, Ultra Gold		10:00 A.M.		June 28
UltraShort DJ-UBS Crude Oil, Ultra DJ-UBS Crude Oil		2:30 P.M.		June 28
UltraShort DJ-UBS Natural Gas, Ultra DJ-UBS Natural Gas		2:30 P.M.		June 28
UltraShort DJ-UBS Commodity, Ultra DJ-UBS Commodity		3:00 P.M.		June 28
UltraShort Australian Dollar, Ultra Australian Dollar		4:00 P.M.		June 28
Short Euro, UltraShort Euro, Ultra Euro		4:00 P.M.		June 28
UltraShort Yen, Ultra Yen		4:00 P.M.		June 28
VIX Short-Term Futures ETF, Ultra VIX Short-Term Futures ETF, Short VIX Short-Term Futures ETF		4:15 P.M.		June 28
VIX Mid-Term Futures ETF		4:15 P.M.		June 28

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 three months ended June 30, 2013.

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.

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 VIX Funds’ final creation/redemption NAV for the three months ended June 30, 2013.

Investment Valuation

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. 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

114

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.

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.

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The following table summarizes the valuation of investments at June 30, 2013 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
UltraShort DJ-UBS Commodity	$	3,191,531	$	—		$	—		$	—		$	412,248		$	3,603,779
UltraShort DJ-UBS Crude Oil		231,327,320		(878,497	)		—			—			(380,021	)		230,068,802
UltraShort DJ-UBS Natural Gas		16,503,821		2,329,474			—			—			—			18,833,295
UltraShort Gold		135,973,947		41,240			51,785,690			—			—			187,800,877
UltraShort Silver		81,895,916		23,400			41,146,185			—			—			123,065,501
Short Euro		3,316,934		67,613			—			—			—			3,384,547
UltraShort Australian Dollar		19,591,494		1,398,641			—			—			—			20,990,135
UltraShort Euro		519,058,420		—			—			4,746,724			—			523,805,144
UltraShort Yen		542,423,314		—			—			(4,128,086	)		—			538,295,228
Ultra DJ-UBS Commodity		4,199,586		—			—			—			(471,275	)		3,728,311
Ultra DJ-UBS Crude Oil		207,733,071		312,348			—			—			4,186,474			212,231,893
Ultra DJ-UBS Natural Gas		34,894,234		(5,946,238	)		—			—			—			28,947,996
Ultra Gold		191,165,003		(41,260	)		(53,705,404	)		—			—			137,418,339
Ultra Silver		585,906,874		(23,500	)		(176,550,859	)		—			—			409,332,515
Ultra Australian Dollar		2,922,887		(207,107	)		—			—			—			2,715,780
Ultra Euro		3,442,640		—			—			(37,031	)		—			3,405,609
Ultra Yen		3,057,900		—			—			10,064			—			3,067,964
VIX Short-Term Futures ETF		133,770,653		1,236,537			—			—			—			135,007,190
VIX Mid-Term Futures ETF		57,492,428		5,582,434			—			—			—			63,074,862
Ultra VIX Short-Term Futures ETF		95,589,019		3,240,971			—			—			—			98,829,990
Short VIX Short-Term Futures ETF		83,294,070		(633,671	)		—			—			—			82,660,399

Total Trust	$	2,956,751,062	$	6,502,385		$	(137,324,388	)	$	591,671		$	3,747,426		$	2,830,268,156

*	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

At June 30, 2013, 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.

116

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
UltraShort DJ-UBS Commodity	$	2,803,904	$	—		$	—		$	—		$	148,502		$	2,952,406
UltraShort DJ-UBS Crude Oil		87,046,389		(4,029,721	)		—			—			(5,607,060	)		77,409,608
UltraShort DJ-UBS Natural Gas		10,042,731		409,135			—			—			—			10,451,866
UltraShort Gold		88,575,398		15,240			3,729,856			—			—			92,320,494
UltraShort Silver		86,206,701		40,020			19,307,685			—			—			105,554,406
Short Euro		3,409,904		(55,056	)		—			—			—			3,354,848
UltraShort Australian Dollar		3,302,907		85,590			—						—			3,388,497
UltraShort Euro		553,430,562		—			—			(13,147,572	)		—			540,282,990
UltraShort Yen		362,743,231		—			—			38,114,175			—			400,857,406
Ultra DJ-UBS Commodity		6,240,951		—			—			—			(306,268	)		5,934,683
Ultra DJ-UBS Crude Oil		437,662,650		21,960,410			—			—			33,333,620			492,956,680
Ultra DJ-UBS Natural Gas		64,313,224		(3,816,950	)		—			—			—			60,496,274
Ultra Gold		350,624,904		(15,240	)		(15,652,058	)		—			—			334,957,606
Ultra Silver		891,057,386		(40,020	)		(145,740,706	)		—			—			745,276,660
Ultra Australian Dollar		3,570,894		(99,030	)		—			—			—			3,471,864
Ultra Euro		4,546,944		—			—			87,159			—			4,634,103
Ultra Yen		4,587,918		—			—			(494,296	)		—			4,093,622
VIX Short-Term Futures ETF		144,060,921		(221,419	)		—			—			—			143,839,502
VIX Mid-Term Futures ETF		79,930,866		(1,470,410	)		—			—			—			78,460,456
Ultra VIX Short-Term Futures ETF		97,440,843		2,057,062			—			—			301,351			99,799,256
Short VIX Short-Term Futures ETF		53,686,352		(1,387,175	)		—			—			—			52,299,177

Total Trust	$	3,335,285,580	$	13,432,436		$	(138,355,223	)	$	24,559,466		$	27,870,145		$	3,262,792,404

*	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

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.

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.

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Brokerage Commissions and Fees

Each Fund pays 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 (“CFTC”) 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 six months ended June 30, 2013, 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 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 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.

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.

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)

118

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 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 trading 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 trading 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 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 that have traditionally been entered into primarily with institutional investors in over-the-counter (“OTC”) markets for a specified period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap and forward transactions on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. 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 and the VIX Funds, the reference interest rate is zero. 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 or an UltraShort Fund, the Short Fund or UltraShort 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.

119

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value 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 uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value 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 asset.

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.

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 June 30, 2013 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, collateral posted in connection with uncleared derivative transactions 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 in connection with uncleared swaps 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 June 30, 2013, the collateral posted by counterparties consisted of cash and U.S. Treasury Securities.

The counterparty/credit risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

120

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 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 have traditionally not been cleared or guaranteed by a third party. However, the Dodd-Frank Act provides for significant reforms of the OTC derivatives markets, including a requirement to execute most forward contracts on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. The Funds may collateralize uncleared 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.

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 a 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 Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of June 30, 2013, 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.

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Fair Value of Derivative Instruments

as of June 30, 2013

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

412,248

Payable on open futures contracts, unrealized depreciation on swap and/or forward agreements

ProShares UltraShort DJ-UBS Crude Oil

1,691,667

ProShares UltraShort DJ-UBS Crude Oil

433,149

ProShares Ultra DJ-UBS Commodity

471,275

ProShares UltraShort DJ-UBS Natural Gas

2,329,474

ProShares Ultra DJ-UBS Natural Gas

5,946,238

ProShares UltraShort Gold

51,826,930

ProShares Ultra Gold

53,746,664

ProShares UltraShort Silver

41,169,585

ProShares Ultra Silver

176,574,359

ProShares Ultra DJ-UBS Crude Oil

4,498,822

Foreign Exchange Contracts

Unrealized appreciation on foreign currency forward contracts and receivables on open futures contracts

ProShares Short Euro

67,613

Unrealized depreciation on foreign currency forward contracts and payable on open futures contracts

ProShares UltraShort Euro

1,655,091

ProShares UltraShort Australian Dollar

1,398,641

ProShares UltraShort Yen

6,956,913

ProShares UltraShort Euro

6,401,815

ProShares Ultra Australian Dollar

207,107

ProShares UltraShort Yen

2,828,827

ProShares Ultra Euro

39,032

ProShares Ultra Euro

2,001

ProShares Ultra Yen

164

ProShares Ultra Yen

10,228

VIX Futures Contracts

Receivables on open futures contracts and unrealized appreciation on swap agreements

ProShares VIX Short-Term Futures ETF

2,794,117

Payable on open futures contracts and unrealized depreciation on swap agreements

ProShares VIX Short-Term Futures ETF

1,557,580

ProShares VIX Mid-Term Futures ETF

5,582,434

ProShares Ultra VIX Short-Term Futures ETF

3,256,620

ProShares Ultra VIX Short-Term Futures ETF

6,497,591

ProShares Short VIX Short-Term Futures ETF

1,894,221

ProShares Short VIX Short-Term Futures ETF

1,260,550

Total Trust

127,514,025

Total Trust

253,996,931

*	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.

122

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 agreements

ProShares UltraShort DJ-UBS Crude Oil

9,636,781

ProShares UltraShort DJ-UBS Natural Gas

409,135

ProShares Ultra DJ-UBS Commodity

306,268

ProShares UltraShort Gold

3,745,096

ProShares Ultra DJ-UBS Natural Gas

3,816,950

ProShares UltraShort Silver

19,347,705

ProShares Ultra Gold

15,667,298

ProShares Ultra DJ-UBS Crude Oil

55,294,030

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 Short Euro

55,056

ProShares UltraShort Euro

251,047

ProShares Ultra Australian Dollar

99,030

ProShares UltraShort Yen

38,346,817

ProShares UltraShort Euro

13,398,619

ProShares Ultra Euro

89,473

ProShares UltraShort Yen

232,642

ProShares Ultra Yen

13,523

ProShares Ultra Euro

2,314

ProShares Ultra Yen

507,819

VIX Futures Contracts

Receivables on open futures contracts and unrealized appreciation on swap agreements

ProShares VIX Short-Term Futures ETF

2,368,824

Payable on open futures contracts and unrealized depreciation on swap agreements

ProShares VIX Short-Term Futures ETF

2,590,243

ProShares VIX Mid-Term Futures ETF

233,160

ProShares VIX Mid-Term Futures ETF

1,703,570

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

Total Trust

124,994,834

Total Trust

197,488,010

*	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.

123

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended June 30, 2013


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 UltraShort DJ-UBS Commodity	$	150,169		$	505,167
		ProShares UltraShort DJ-UBS Crude Oil		1,025,654			9,878,372
		ProShares UltraShort DJ-UBS Natural Gas		(834,719	)		5,826,227
		ProShares UltraShort Gold		20,858,050			55,074,622
		ProShares UltraShort Silver		51,615,327			40,886,777
		ProShares Ultra DJ-UBS Commodity		(274,078	)		(586,322	)
		ProShares Ultra DJ-UBS Crude Oil		20,733,669			(22,057,265	)
		ProShares Ultra DJ-UBS Natural Gas		9,153,747			(19,990,856	)
		ProShares Ultra Gold		(68,008,649	)		(62,970,484	)
		ProShares Ultra Silver		(322,610,723	)		(168,439,871	)

Foreign Exchange Contracts	Net realized gain (loss) on futures contracts and forward agreements/changes in unrealized appreciation/ depreciation on futures contracts and forward agreements	ProShares Short Euro		(67,938	)		5,900
		ProShares UltraShort Australian Dollar		1,793,067			1,508,211
		ProShares UltraShort Euro		(8,147,050	)		(8,918,725	)
		ProShares UltraShort Yen		48,138,405			(6,860,712	)
		ProShares Ultra Australian Dollar		(590,630	)		(332,037	)
		ProShares Ultra Euro		36,991			96,965
		ProShares Ultra Yen		(456,601	)		80,626

VIX Futures Contracts	Net realized gain (loss) on futures contracts and swap agreements/changes in unrealized appreciation/ depreciation on futures contracts and swap agreements	ProShares VIX Short-Term Futures ETF		11,156,344			9,582,597
		ProShares VIX Mid-Term Futures ETF		(2,486,914	)		7,458,863
		ProShares Ultra VIX Short-Term Futures ETF		17,763,794			21,978,092
		ProShares Short VIX Short-Term Futures ETF		(4,128,965	)		(3,022,387	)

		Total Trust	$	(225,181,050	)	$	(140,296,240	)

124

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended June 30, 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 UltraShort DJ-UBS Commodity	$	1,440,617		$	(529,837	)
		ProShares UltraShort DJ-UBS Crude Oil		54,331,980			(4,689,499	)
		ProShares UltraShort DJ-UBS Natural Gas		1,866,063			(11,132,490	)
		ProShares UltraShort Gold		3,258,237			4,384,700
		ProShares UltraShort Silver		39,062,875			13,285,037
		ProShares Ultra DJ-UBS Commodity		(1,858,138	)		972,171
		ProShares Ultra DJ-UBS Crude Oil		(112,159,856	)		16,382,312
		ProShares Ultra DJ-UBS Natural Gas		(21,504,204	)		34,960,080
		ProShares Ultra Gold		(20,402,544	)		(12,223,665	)
		ProShares Ultra Silver		(219,393,573	)		(68,862,262	)

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward and futures contracts/changes in unrealized appreciation/ depreciation on foreign currency forward and futures contracts	ProShares Short Euro		(2,000	)		(50,313	)
		ProShares UltraShort Euro		82,141,512			8,466,287
		ProShares UltraShort Yen		(10,400,196	)		(8,995,775	)
		ProShares Ultra Euro		(617,222	)		(171,629	)
		ProShares Ultra Yen		204,025			125,587

VIX Futures Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements	ProShares VIX Short-Term Futures ETF		(9,362,087	)		1,033,366
		ProShares VIX Mid-Term Futures ETF		(3,325,870	)		5,016,790
		ProShares Ultra VIX Short-Term Futures ETF		(59,484,607	)		(25,815,390	)
		ProShares Short VIX Short-Term Futures ETF		(2,781,528	)		(229,628	)

		Total Trust	$	(278,986,516	)	$	(48,074,158	)

125

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 30, 2013


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 UltraShort DJ-UBS Commodity	$	458,667		$	263,746
		ProShares UltraShort DJ-UBS Crude Oil		(5,099,504	)		8,378,263
		ProShares UltraShort DJ-UBS Natural Gas		(2,608,140	)		1,920,339
		ProShares UltraShort Gold		33,741,517			48,081,834
		ProShares UltraShort Silver		80,819,839			21,821,880
		ProShares Ultra DJ-UBS Commodity		(782,975	)		(165,007	)
		ProShares Ultra DJ-UBS Crude Oil		87,297,994			(50,795,208	)
		ProShares Ultra DJ-UBS Natural Gas		14,901,941			(2,129,288	)
		ProShares Ultra Gold		(118,423,854	)		(38,079,366	)
		ProShares Ultra Silver		(538,299,271	)		(30,793,633	)

Foreign Exchange Contracts	Net realized gain (loss) on futures contracts and forward agreements/changes in unrealized appreciation/ depreciation on futures contracts and forward agreements	ProShares Short Euro		(75,938	)		122,669
		ProShares UltraShort Australian Dollar		1,905,097			1,313,051
		ProShares UltraShort Euro		(11,096,730	)		17,894,296
		ProShares UltraShort Yen		145,024,702			(42,242,261	)
		ProShares Ultra Australian Dollar		(739,905	)		(108,077	)
		ProShares Ultra Euro		(28,371	)		(124,190	)
		ProShares Ultra Yen		(1,674,572	)		504,360

VIX Futures Contracts	Net realized gain (loss) on futures contracts and swap agreements/changes in unrealized appreciation/ depreciation on futures contracts and swap agreements	ProShares VIX Short-Term Futures ETF		(44,252,605	)		1,457,956
		ProShares VIX Mid-Term Futures ETF		(12,747,085	)		7,052,844
		ProShares Ultra VIX Short-Term Futures ETF		(104,926,279	)		882,558
		ProShares Short VIX Short-Term Futures ETF		21,075,146			753,504

		Total Trust	$	(455,530,326	)	$	(53,989,730	)

126

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 30, 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 UltraShort DJ-UBS Commodity	$	1,514,927		$	(890,925	)
		ProShares UltraShort DJ-UBS Crude Oil		50,500,369			(5,591,189	)
		ProShares UltraShort DJ-UBS Natural Gas		6,303,174			(5,201,530	)
		ProShares UltraShort Gold		1,712,252			(28,683,373	)
		ProShares UltraShort Silver		3,378,461			(21,057,715	)
		ProShares Ultra DJ-UBS Commodity		(2,180,586	)		1,393,496
		ProShares Ultra DJ-UBS Crude Oil		(96,615,721	)		25,471,940
		ProShares Ultra DJ-UBS Natural Gas		(26,662,775	)		19,416,770
		ProShares Ultra Gold		(50,261,340	)		64,238,229
		ProShares Ultra Silver		(211,287,123	)		64,046,521

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward and futures contracts/changes in unrealized appreciation/ depreciation on foreign currency forward and futures contracts	ProShares Short Euro		(2,000	)		(50,313	)
		ProShares UltraShort Euro		120,954,100			(90,022,265	)
		ProShares UltraShort Yen		10,452,808			8,437,864
		ProShares Ultra Euro		(866,798	)		640,153
		ProShares Ultra Yen		(221,184	)		(203,105	)

VIX Futures Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements	ProShares VIX Short-Term Futures ETF		(52,094,224	)		(16,312,581	)
		ProShares VIX Mid-Term Futures ETF		(25,743,470	)		(24,810	)
		ProShares Ultra VIX Short-Term Futures ETF		(178,731,599	)		(59,426,823	)
		ProShares Short VIX Short-Term Futures ETF		4,076,312			585,922

		Total Trust	$	(445,774,417	)	$	(43,233,734	)

Offsetting Assets and Liabilities

Effective January 1, 2013, the Funds adopted Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” which was subsequently clarified in ASU 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. The amended standard requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.

127

As described in Note 3, the Funds utilize derivative instruments to achieve each Fund’s investment objective. The amounts shown in the Statement of Financial Condition do not take into consideration the effects of legally enforceable master netting agreements. The following tables present the gross and net amounts of these assets and liabilities with any offsets to reflect the Funds’ ability to reflect the master netting agreements at June 30, 2013 and December 31, 2012:

ProShares UltraShort DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Swap agreements	$	412,248	$	—	$	412,248

Total	$	412,248	$	—	$	412,248

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Deutsche Bank AG	$	115,736	$	—	$	—	$	115,736
Goldman Sachs International		249,202		—		—		249,202
UBS AG		47,310		—		—		47,310

Total	$	412,248	$	—	$	—	$	412,248

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Swap agreements

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

128

ProShares UltraShort DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	948,600	$	—	$	948,600
Swap agreements		433,149		—		433,149

Total	$	1,381,749	$	—	$	1,381,749

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs & Co.	$	948,600	$	—	$	—	$	948,600
Societe Generale S.A.		279,982		—		—		279,982
UBS AG		153,167		—		—		153,167

Total	$	1,381,749	$	—	$	—	$	1,381,749

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	—	$	—	$	—
Swap agreements		813,170		—		813,170

Total	$	813,170	$	—	$	813,170

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Liabilities		Instruments			Pledged		Net Amount

Deutsche Bank AG	$	617,121	$	(617,121	)	$	—	$	—
Goldman Sachs International		196,049		(196,049	)		—		—

Total	$	813,170	$	(813,170	)	$	—	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

129

ProShares UltraShort DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	156,328	$	—	$	156,328

Total	$	156,328	$	—	$	156,328

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs & Co.	$	156,328	$	—	$	—	$	156,328

Total	$	156,328	$	—	$	—	$	156,328

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

130

ProShares UltraShort Gold

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Forward agreements	$	51,785,690	$	—	$	51,785,690
Futures contracts*		—		—		—

Total	$	51,785,690	$	—	$	51,785,690

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Deutsche Bank AG	$	30,994,698	$	—	$	—	$	30,994,698
Goldman Sachs International		7,224,251		—		—		7,224,251
Societe Generale S.A.		7,403,722		—		—		7,403,722
UBS AG		6,163,019		—		—		6,163,019

Total	$	51,785,690	$	—	$	—	$	51,785,690

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Forward agreements	$	—	$	—	$	—
Futures contracts*		2,420		—		2,420

Total	$	2,420	$	—	$	2,420

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

Goldman Sachs & Co.	$	2,420	$	—	$	(2,420	)	$	—

Total	$	2,420	$	—	$	(2,420	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

131

ProShares UltraShort Silver

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Forward agreements	$	41,146,185	$	—	$	41,146,185
Futures contracts*		—		—		—

Total	$	41,146,185	$	—	$	41,146,185

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Deutsche Bank AG	$	26,789,324	$	—	$	—	$	26,789,324
Goldman Sachs International		4,141,484		—		—		4,141,484
Societe Generale S.A.		6,806,911		—		—		6,806,911
UBS AG		3,408,466		—		—		3,408,466

Total	$	41,146,185	$	—	$	—	$	41,146,185

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Forward agreements	$	—	$	—	$	—
Futures contracts*		9,170		—		9,170

Total	$	9,170	$	—	$	9,170

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

Goldman Sachs & Co.	$	9,170	$	—	$	(9,170	)	$	—

Total	$	9,170	$	—	$	(9,170	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

132

ProShares Short Euro

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	8,338	$	—	$	8,338

Total	$	8,338	$	—	$	8,338

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

RBC Capital Markets	$	8,338	$	—	$	—	$	8,338

Total	$	8,338	$	—	$	—	$	8,338

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

133

ProShares UltraShort Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	533,851	$	—	$	533,851

Total	$	533,851	$	—	$	533,851

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

RBC Capital Markets	$	533,851	$	—	$	—	$	533,851

Total	$	533,851	$	—	$	—	$	533,851

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

134

ProShort Ultrashort Euro

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	6,401,815	$	—	$	6,401,815

Total	$	6,401,815	$	—	$	6,401,815

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs International	$	3,121,033	$	—	$	—	$	3,121,033
UBS AG		3,280,782		—		—		3,280,782

Total	$	6,401,815	$	—	$	—	$	6,401,815

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	1,655,091	$	—	$	1,655,091

Total	$	1,655,091	$	—	$	1,655,091

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Goldman Sachs International	$	783,826	$	(783,826	)	$	—	$	—
UBS AG		871,265		(871,265	)		—		—

Total	$	1,655,091	$	(1,655,091	)	$	—	$	—

135

ProShares Ultrashort Yen

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	2,828,827	$	—	$	2,828,827

Total	$	2,828,827	$	—	$	2,828,827

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs International	$	2,828,827	$	—	$	—	$	2,828,827

Total	$	2,828,827	$	—	$	—	$	2,828,827

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	6,956,913	$	—	$	6,956,913

Total	$	6,956,913	$	—	$	6,956,913

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Goldman Sachs International	$	2,932,909	$	(2,932,909	)	$	—	$	—
UBS AG		4,024,004		(4,024,004	)		—		—

Total	$	6,956,913	$	(6,956,913	)	$	—	$	—

136

ProShares Ultra DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Swap agreements

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Swap agreements	$	471,275	$	—	$	471,275

Total	$	471,275	$	—	$	471,275

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Deutsche Bank AG	$	109,267	$	(109,267	)	$	—	$	—
Goldman Sachs International		232,010		(232,010	)		—		—
UBS AG		129,998		(129,998	)		—		—

Total	$	471,275	$	(471,275	)	$	—	$	—

137

ProShares Ultra DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	—	$	—	$	—
Swap agreements		4,186,474		—		4,186,474

Total	$	4,186,474	$	—	$	4,186,474

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Deutsche Bank AG	$	892,115	$	—	$	—	$	892,115
Goldman Sachs International		2,304,658		—		—		2,304,658
Societe Generale S.A.		242,147		—		—		242,147
UBS AG		747,554		—		—		747,554

Total	$	4,186,474	$	—	$	—	$	4,186,474

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	702,657	$	—	$	702,657
Swap agreements		—		—		—

Total	$	702,657	$	—	$	702,657

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

Goldman Sachs & Co.	$	702,657	$	—	$	(702,657	)	$	—

Total	$	702,657	$	—	$	(702,657	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

138

ProShares Ultra DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	401,083	$	—	$	401,083

Total	$	401,083	$	—	$	401,083

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

Goldman Sachs & Co.	$	401,083	$	—	$	(401,083	)	$	—

Total	$	401,083	$	—	$	(401,083	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

139

ProShares Ultra Gold

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Forward agreements	$	—	$	—	$	—
Futures contracts*		2,420		—		2,420

Total	$	2,420		—	$	2,420

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs & Co.	$	2,420	$	—	$	—	$	2,420

Total	$	2,420	$	—	$	—	$	2,420

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Forward agreements	$	53,705,404	$	—	$	53,705,404
Futures contracts*		—		—		—

Total	$	53,705,404	$	—	$	53,705,404

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Deutsche Bank AG	$	34,265,059	$	(34,265,059	)	$	—	$	—
Goldman Sachs International		7,468,030		(7,468,030	)		—		—
Societe Generale S.A.		6,059,415		(6,059,415	)		—	$	—
UBS AG		5,912,900		(5,912,900	)		—	$	—

Total	$	53,705,404	$	(53,705,404	)	$	—	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

140

ProShares Ultra Silver

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Forward agreements	$	—	$	—	$	—
Futures contracts*		9,170		—		9,170

Total	$	9,170	$	—	$	9,170

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs & Co.	$	9,170	$	—	$	—	$	9,170

Total	$	9,170	$	—	$	—	$	9,170

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Forward agreements	$	176,550,859	$	—	$	176,550,859
Futures contracts*		—		—		—

Total	$	176,550,859	$	—	$	176,550,859

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Deutsche Bank AG	$	100,661,789	$	(100,661,789	)	$	—	$	—
Goldman Sachs International		24,477,384		(24,477,384	)		—		—
Societe Generale S.A.		31,882,510		(31,882,510	)		—		—
UBS AG		19,529,176		(19,529,176	)		—		—

Total	$	176,550,859	$	(176,550,859	)	$	—	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

141

ProShares Ultra Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	84,282	$	—	$	84,282

Total	$	84,282	$	—	$	84,282

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

RBC Capital Markets	$	84,282	$	—	$	(84,282	)	$	—

Total	$	84,282	$	—	$	(84,282	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

142

ProShares Ultra Euro

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	2,001	$	—	$	2,001

Total	$	2,001	$	—	$	2,001

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs International	$	1,584	$	—	$	—	$	1,584
UBS AG		417		—		—		417

Total	$	2,001	$	—	$	—	$	2,001

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	39,032	$	—	$	39,032

Total	$	39,032	$	—	$	39,032

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Goldman Sachs International	$	10,596	$	(10,596	)	$	—	$	—
UBS AG		28,436		(28,436	)		—		—

Total	$	39,032	$	(39,032	)	$	—	$	—

143

ProShares Ultra Yen

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	10,228	$	—	$	10,228

Total	$	10,228	$	—	$	10,228

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs International	$	9,004	$	—	$	—	$	9,004
UBS AG		1,224		—		—		1,224

Total	$	10,228	$	—	$	—	$	10,228

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	164	$	—	$	164

Total	$	164	$	—	$	164

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

UBS AG	$	164	$	(164	)	$	—	$	—

Total	$	164	$	(164	)	$	—	$	—

144

ProShares VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	776,726	$	—	$	776,726

Total	$	776,726	$	—	$	776,726

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

RBC Capital Markets	$	776,726	$	—	$	(776,726	)	$	—

Total	$	776,726	$	—	$	(776,726	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

145

ProShares VIX Mid-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	516,649	$	—	$	516,649

Total	$	516,649	$	—	$	516,649

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

RBC Capital Markets	$	516,649	$	—	$	(516,649	)	$	—

Total	$	516,649	$	—	$	(516,649	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

146

ProShares Ultra VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of June 30 , 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	6,404,993	$	—	$	6,404,993

Total	$	6,404,993	$	—	$	6,404,993

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

RBC Capital Markets	$	6,404,993	$	—	$	(6,404,993	)	$	—

Total	$	6,404,993	$	—	$	(6,404,993	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

147

ProShares Short VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	628,781	$	—	$	628,781

Total	$	628,781	$	—	$	628,781

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

RBC Capital Markets	$	628,781	$	—	$	—	$	628,781

Total	$	628,781	$	—	$	—	$	628,781

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

148

ProShares UltraShort DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Swap agreements	$	148,502	$	—	$	148,502

Total	$	148,502	$	—	$	148,502

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs International	$	104,181	$	—	$	—	$	104,181
UBS AG		44,321		—		—		44,321

Total	$	148,502	$	—	$	—	$	148,502

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of

Liabilities

Gross Amounts

Presented in the

Gross Amounts

Offset in the

Statement of

of Recognized

Statement of

Financial

Liabilities

Financial Condition

Condition

Swap agreements

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the

Statement of Financial Condition

Net Amounts of

Liabilities

Presented in the

Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

149

ProShares UltraShort DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of

Assets

Gross Amounts

Presented in the

Gross Amounts

Offset in the

Statement of

of Recognized

Statement of

Financial

Assets

Financial Condition

Condition

Futures contracts*

—

Swap agreements

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the

Statement of Financial Condition

Net Amounts of

Assets

Presented in the

Statement of

Financial

Cash Collateral

Condition

Instruments

Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


					Net Amounts of
					Liabilities
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Liabilities	Liabilities		Financial Condition		Condition
Futures contracts*	$	979,336	$	—	$	979,336
Swap agreements		5,607,060		—		5,607,060

Total	$	6,586,396	$	—	$	6,586,396

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Liabilities
	Presented in the
	Statement of
	Financial		Financial			Cash Collateral			Net
	Condition		Instruments			Pledged			Amount
Goldman Sachs & Co.	$	979,336	$	—		$	(979,336	)	$	—
Goldman Sachs International		1,880,292		(1,880,292	)		—			—
Societe Generale S.A.		1,730,366		(1,730,366	)		—			—
UBS AG		1,996,402		(1,996,402	)		—			—

Total	$	6,586,396	$	(5,607,060	)	$	(979,336	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

150

ProShares UltraShort DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


					Net Amounts of
					Assets
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Assets	Assets		Financial Condition		Condition
Futures contracts*	$	632,777	$	—	$	632,777

Total	$	632,777	$	—	$	632,777

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Assets
	Presented in the
	Statement of
	Financial		Financial		Cash Collateral		Net
	Condition		Instruments		Received		Amount
Goldman Sachs & Co.	$	632,777	$	—	$	—	$	632,777

Total	$	632,777	$	—	$	—	$	632,777

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of

Liabilities

Gross Amounts

Presented in the

Gross Amounts

Offset in the

Statement of

of Recognized

Statement of

Financial

Liabilities

Financial Condition

Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the

Statement of Financial Condition

Net Amounts of

Liabilities

Presented in the

Statement of

Financial

Cash Collateral

Condition

Instruments

Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

151

ProShares UltraShort Gold

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


					Net Amounts of
					Assets
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Assets	Assets		Financial Condition		Condition
Forward agreements	$	3,729,856	$	—	$	3,729,856
Futures contracts*		—		—		—

Total	$	3,729,856	$	—	$	3,729,856

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Assets
	Presented in the
	Statement of
	Financial		Financial		Cash Collateral
	Condition		Instruments		Received		Net Amount
Deutsche Bank AG	$	2,389,236	$	—	$	—	$	2,389,236
Goldman Sachs International		452,059		—		—		452,059
Societe Generale S.A.		499,264		—		—		499,264
UBS AG		389,297		—		—		389,297

Total	$	3,729,856	$	—	$	—	$	3,729,856

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


					Net Amounts of
					Liabilities
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Liabilities	Liabilities		Financial Condition		Condition
Forward agreements	$	—	$	—	$	—
Futures contracts*		3,980		—		3,980

Total	$	3,980	$	—	$	3,980

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Liabilities
	Presented in the
	Statement of
	Financial		Financial		Cash Collateral
	Condition		Instruments		Pledged			Net Amount
Goldman Sachs & Co.	$	3,980	$	—	$	(3,980	)	$	—

Total	$	3,980	$	—	$	(3,980	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

152

ProShares UltraShort Silver

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


					Net Amounts of
					Assets
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Assets	Assets		Financial Condition		Condition
Forward agreements	$	19,307,685	$	—	$	19,307,685
Futures contracts*		—		—		—

Total	$	19,307,685	$	—	$	19,307,685

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Assets
	Presented in the
	Statement of
	Financial		Financial		Cash Collateral
	Condition		Instruments		Received		Net Amount
Deutsche Bank AG	$	10,786,801	$	—	$	—	$	10,786,801
Goldman Sachs International		3,141,119		—		—		3,141,119
Societe Generale S.A.		3,255,649		—		—		3,255,649
UBS AG		2,124,116		—		—		2,124,116

Total	$	19,307,685	$	—	$	—	$	19,307,685

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


					Net Amounts of
					Liabilities
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Liabilities	Liabilities		Financial Condition		Condition
Forward agreements	$	—	$	—	$	—
Futures contracts*		2,520		—		2,520

Total	$	2,520	$	—	$	2,520

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Liabilities
	Presented in the
	Statement of
	Financial		Financial		Cash Collateral
	Condition		Instruments		Pledged			Net Amount
Goldman Sachs & Co.	$	2,520	$	—	$	(2,520	)	$	—

Total	$	2,520	$	—	$	(2,520	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

153

ProShares Short Euro

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	6,612	$	—	$	6,612

Total	$	6,612	$	—	$	6,612

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
RBC Capital Markets	$	6,612	$	—	$	—	$	6,612

Total	$	6,612	$	—	$	—	$	6,612

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of

Liabilities

Gross Amounts

Presented in the

Gross Amounts

Offset in the

Statement of

of Recognized

Statement of

Financial

Liabilities

Financial Condition

Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of

Liabilities

Presented in the

Statement of

Financial

Cash Collateral

Condition

Instruments

Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

154

ProShares UltraShort Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of

Assets

Gross Amounts

Presented in the

Gross Amounts

Offset in the

Statement of

of Recognized

Statement of

Financial

Assets

Financial Condition

Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of

Assets

Presented in the

Statement of

Financial

Cash Collateral

Condition

Instruments

Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


					Net Amounts of
					Liabilities
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Liabilities	Liabilities		Financial Condition		Condition
Futures contracts*	$	10,950	$	—	$	10,950

Total	$	10,950	$	—	$	10,950

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Liabilities
	Presented in the
	Statement of
	Financial		Financial		Cash Collateral
	Condition		Instruments		Pledged			Net Amount
RBC Capital Markets	$	10,950	$	—	$	(10,950	)	$	—

Total	$	10,950	$	—	$	(10,950	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

155

ProShares UltraShort Euro

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


			Gross Amounts		Net Amounts of Assets Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Assets	Assets		Financial Condition		Condition
Foreign currency forward contracts	$	251,047	$	—	$	251,047

Total	$	251,047	$	—	$	251,047

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Assets
	Presented in the
	Statement of
	Financial		Financial		Cash Collateral
	Condition		Instruments		Received		Net Amount
Goldman Sachs International	$	251,047	$	—	$	—	$	251,047

Total	$	251,047	$	—	$	—	$	251,047

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


					Net Amounts of
					Liabilities
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Liabilities	Liabilities		Financial Condition		Condition
Foreign currency forward contracts	$	13,398,619	$	—	$	13,398,619

Total	$	13,398,619	$	—	$	13,398,619

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Liabilities
	Presented in the
	Statement of
	Financial		Financial			Cash Collateral		Net
	Condition		Instruments			Pledged		Amount
Goldman Sachs International	$	6,048,832	$	(6,048,832	)	$	—	$	—
UBS AG		7,349,787		(7,349,787	)		—		—

Total	$	13,398,619	$	(13,398,619	)	$	—	$	—

156

ProShares UltraShort Yen

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


					Net Amounts of
					Assets
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Assets	Assets		Financial Condition		Condition
Foreign currency forward contracts	$	38,346,817	$	—	$	38,346,817

Total	$	38,346,817	$	—	$	38,346,817

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Assets
	Presented in the
	Statement of
	Financial		Financial		Cash Collateral
	Condition		Instruments		Received		Net Amount
Goldman Sachs International	$	18,518,532	$	—	$	—	$	18,518,532
UBS AG		19,828,285		—		—		19,828,285

Total	$	38,346,817	$	—	$	—	$	38,346,817

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


					Net Amounts of
					Liabilities
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Liabilities	Liabilities		Financial Condition		Condition
Foreign currency forward contracts	$	232,642	$	—	$	232,642

Total	$	232,642	$	—	$	232,642

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Liabilities
	Presented in the
	Statement of
	Financial		Financial			Cash Collateral		Net
	Condition		Instruments			Pledged		Amount
UBS AG	$	232,642	$	(232,642	)	$	—	$	—

Total	$	232,642	$	(232,642	)	$	—	$	—

157

ProShares Ultra DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of

Assets

Gross Amounts

Presented in the

Gross Amounts

Offset in the

Statement of

of Recognized

Statement of

Financial

Assets

Financial Condition

Condition

Swap agreements

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of

Assets

Presented in the

Statement of

Financial

Cash Collateral

Condition

Instruments

Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


					Net Amounts of
					Liabilities
			Gross Amounts		Presented in the
	Gross Amounts		Offset in the		Statement of
	of Recognized		Statement of		Financial
Liabilities	Liabilities		Financial Condition		Condition
Swap agreements	$	306,268	$	—	$	306,268

Total	$	306,268	$	—	$	306,268

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the
			Statement of Financial Condition
	Net Amounts of
	Liabilities
	Presented in the
	Statement of
	Financial		Financial			Cash Collateral		Net
	Condition		Instruments			Pledged		Amount
Goldman Sachs International	$	198,117	$	(198,117	)	$	—	$	—
UBS AG		108,151		(108,151	)		—		—

Total	$	306,268	$	(306,268	)	$	—	$	—

158

ProShares Ultra DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	3,430,415	$	—	$	3,430,415
Swap agreements		33,333,620		—		33,333,620

Total	$	36,764,035	$	—	$	36,764,035

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co.	$	3,430,415	$	—	$	—	$	3,430,415
Goldman Sachs International		14,334,730		—		—		14,334,730
Societe Generale S.A.		8,989,866		—		—		8,989,866
UBS AG		10,009,024		—		—		10,009,024

Total	$	36,764,035	$	—	$	—	$	36,764,035

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Swap agreements

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

159

ProShares Ultra DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Futures contracts*	$	4,891,783	$	—	$	4,891,783

Total	$	4,891,783	$	—	$	4,891,783

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount
Goldman Sachs & Co.	$	4,891,783	$	—	$	(4,891,783	)	$	—

Total	$	4,891,783	$	—	$	(4,891,783	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

160

ProShares Ultra Gold

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Forward agreements	$	—	$	—	$	—
Futures contracts*		3,980		—		3,980

Total	$	3,980	$	—	$	3,980

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co.	$	3,980	$	—	$	—	$	3,980

Total	$	3,980	$	—	$	—	$	3,980

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Forward agreements	$	15,652,058	$	—	$	15,652,058
Futures contracts*		—		—		—

Total	$	15,652,058	$	—	$	15,652,058

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
Deutsche Bank AG	$	4,622,873	$	(4,622,873	)	$	—	$	—
Goldman Sachs International		3,678,367		(3,678,367	)		—		—
Societe Generale S.A.		3,715,989		(3,715,989	)		—		—
UBS AG		3,634,829		(3,634,829	)		—		—

Total	$	15,652,058	$	(15,652,058	)	$	—	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

161

ProShares Ultra Silver

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Forward agreements	$	—	$	—	$	—
Futures contracts*		2,520		—		2,520

Total	$	2,520	$	—	$	2,520

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co.	$	2,520	$	—	$	—	$	2,520

Total	$	2,520	$	—	$	—	$	2,520

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Forward agreements	$	145,740,706	$	—	$	145,740,706
Futures contracts*		—		—		—

Total	$	145,740,706	$	—	$	145,740,706

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
Deutsche Bank AG	$	44,873,116	$	(42,756,218	)	$	—	$	2,116,898
Goldman Sachs International		34,491,042		(34,491,042	)		—		—
Societe Generale S.A.		34,802,217		(34,802,217	)		—		—
UBS AG		31,574,331		(31,574,331	)		—		—

Total	$	145,740,706	$	(143,623,808	)	$	—	$	2,116,898

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

162

ProShares Ultra Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	12,000	$	—	$	12,000

Total	$	12,000	$	—	$	12,000

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
RBC Capital Markets	$	12,000	$	—	$	—	$	12,000

Total	$	12,000	$	—	$	—	$	12,000

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

163

ProShares Ultra Euro

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	89,473	$	—	$	89,473

Total	$	89,473	$	—	$	89,473

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs International	$	38,327	$	—	$	—	$	38,327
UBS AG		51,146		—		—		51,146

Total	$	89,473	$	—	$	—	$	89,473

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	2,314	$	—	$	2,314

Total	$	2,314	$	—	$	2,314

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
Goldman Sachs International	$	635	$	(635	)	$	—	$	—
UBS AG		1,679		(1,679	)		—		—

Total	$	2,314	$	(2,314	)	$	—	$	—

164

ProShares Ultra Yen

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	13,523	$	—	$	13,523

Total	$	13,523	$	—	$	13,523

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs International	$	7,325	$	—	$	—	$	7,325
UBS AG		6,198		—		—		6,198

Total	$	13,523	$	—	$	—	$	13,523

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	507,819	$	—	$	507,819

Total	$	507,819	$	—	$	507,819

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
Goldman Sachs International	$	231,047	$	(231,047	)	$	—	$	—
UBS AG		276,772		(178,999	)		—		97,773

Total	$	507,819	$	(410,046	)	$	—	$	97,773

165

ProShares VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Futures contracts*	$	31,540,181	$	—	$	31,540,181

Total	$	31,540,181	$	—	$	31,540,181

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount
RBC Capital Markets	$	31,540,181	$	—	$	(31,540,181	)	$	—

Total	$	31,540,181	$	—	$	(31,540,181	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

166

ProShares VIX Mid-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Futures contracts*	$	1,890,675	$	—	$	1,890,675

Total	$	1,890,675	$	—	$	1,890,675

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount
RBC Capital Markets	$	1,890,675	$	—	$	(1,890,675	)	$	—

Total	$	1,890,675	$	—	$	(1,890,675	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

167

ProShares Ultra VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	—	$	—	$	—
Swap agreements		301,351		—		301,351

Total	$	301,351	$	—	$	301,351

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Societe Generale S.A.	$	301,351	$	—	$	—	$	301,351

Total	$	301,351	$	—	$	—	$	301,351

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Futures contracts*	$	35,666,735	$	—	$	35,666,735
Swap agreements		—		—		—

Total	$	35,666,735	$	—	$	35,666,735

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount
RBC Capital Markets	$	35,666,735	$	—	$	(35,666,735	)	$	—

Total	$	35,666,735	$	—	$	(35,666,735	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

168

ProShares Short VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	5,524,721	$	—	$	5,524,721

Total	$	5,524,721	$	—	$	5,524,721

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
RBC Capital Markets	$	5,524,721	$	—	$	—	$	5,524,721

Total	$	5,524,721	$	—	$	—	$	5,524,721

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

169

NOTE 4 – AGREEMENTS

Management Fee

Each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund pays 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. 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 paid in consideration of the Sponsor’s services as commodity pool operator, and for managing the business and affairs of the Funds. From the Management Fee, the Sponsor pays 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 six months ended June 30, 2013 and 2012, the Sponsor paid and is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds. Each Fund incurs and pays 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 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 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.

170

Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor pays 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 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 – OFFERING COSTS

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 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 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 offering costs exceeded 0.85% of its average daily NAV for the first year of operations.

NOTE 6 – CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems Shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of 50,000 Shares of a Geared 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 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.

171

Transaction fees for the three and six months ended June 30, 2013, which are included in the Sale and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:


Fund	Three Months Ended June 30, 2013		Six Months Ended June 30, 2013
UltraShort DJ-UBS Commodity	$	—	$	—
UltraShort DJ-UBS Crude Oil		92,528		117,884
UltraShort DJ-UBS Natural Gas		2,369		4,450
UltraShort Gold		37,231		43,090
UltraShort Silver		54,968		68,006
Short Euro		—		—
UltraShort Australian Dollar		—		—
UltraShort Euro		—		—
UltraShort Yen		—		—
Ultra DJ-UBS Commodity		—		283
Ultra DJ-UBS Crude Oil		93,314		146,558
Ultra DJ-UBS Natural Gas		5,706		17,416
Ultra Gold		12,066		13,781
Ultra Silver		45,423		65,674
Ultra Australian Dollar		—		—
Ultra Euro		—		—
Ultra Yen		—		—
VIX Short-Term Futures ETF		—		—
VIX Mid-Term Futures ETF		—		—
Ultra VIX Short-Term Futures ETF		263,908		477,198
Short VIX Short-Term Futures ETF		43,904		76,280

172

NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended June 30, 2013:

For the Three Months Ended June 30, 2013 (unaudited)


Per Share Operating Performance	UltraShort DJ- UBS Commodity			UltraShort DJ- UBS Crude Oil			UltraShort DJ- UBS Natural Gas*			UltraShort Gold			UltraShort Silver			Short Euro			UltraShort Australian Dollar
Net asset value, at March 31, 2013	$	55.1027		$	36.4792		$	71.8641		$	67.8681		$	54.0616		$	38.6319		$	36.8899
Net investment income (loss)		(0.1323	)		(0.0890	)		(0.2013	)		(0.1885	)		(0.1695	)		(0.0857	)		(0.1080	)
Net realized and unrealized gain (loss)#		10.9199			(0.0509	)		16.9096			46.4189			56.7051			(0.6198	)		9.6293
Change in net asset value from operations		10.7876			(0.1399	)		16.7083			46.2304			56.5356			(0.7055	)		9.5213
Net asset value, at June 30, 2013	$	65.8903		$	36.3393		$	88.5724		$	114.0985		$	110.5972		$	37.9264		$	46.4112

Market value per share, at March 31, 2013†	$	51.14		$	36.62		$	72.24		$	68.01		$	55.02		$	38.65		$	36.41
Market value per share, at June 30, 2013†	$	64.97		$	36.45		$	88.00		$	106.50		$	101.27		$	38.01		$	46.54

Total Return, at net asset value^		19.6	%		(0.4	)%		23.2	%		68.1	%		104.6	%		(1.8	)%		25.8	%
Total Return, at market value^		27.0	%		(0.5	)%		21.8	%		56.6	%		84.1	%		(1.7	)%		27.8	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.99	)%		(1.22	)%		(0.95	)%		(0.95	)%		(0.96	)%		(1.06	)%
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	)%		(0.94	)%		(1.16	)%		(0.90	)%		(0.90	)%		(0.91	)%		(1.03	)%

*	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.

^	Percentages are not annualized for the period ended June 30, 2013.

**	Percentages are annualized.

173

For the Three Months Ended June 30, 2013 (unaudited)


Per Share Operating Performance	UltraShort Euro			UltraShort Yen			Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra DJ-UBS Natural Gas			Ultra Gold			Ultra Silver
Net asset value, at March 31, 2013	$	20.0135		$	59.0103		$	23.6100		$	31.6693		$	50.2520		$	77.1858		$	38.4785
Net investment income (loss)		(0.0435	)		(0.1447	)		(0.0479	)		(0.0674	)		(0.1359	)		(0.1322	)		(0.0534	)
Net realized and unrealized gain (loss)		(0.6810	)		5.2415			(4.3018	)		(1.4405	)		(14.0947	)		(35.3778	)		(22.6818	)
Change in net asset value from operations		(0.7245	)		5.0968			(4.3497	)		(1.5079	)		(14.2306	)		(35.5100	)		(22.7352	)
Net asset value, at June 30, 2013	$	19.2890		$	64.1071		$	19.2603		$	30.1614		$	36.0214		$	41.6758		$	15.7433

Market value per share, at March 31, 2013†	$	20.00		$	59.00		$	23.92		$	31.56		$	49.95		$	77.01		$	37.75
Market value per share, at June 30, 2013†	$	19.29		$	64.08		$	18.96		$	30.11		$	36.26		$	44.63		$	17.00

Total Return, at net asset value^		(3.6	)%		8.6	%		(18.4	)%		(4.8	)%		(28.3	)%		(46.0	)%		(59.1	)%
Total Return, at market value^		(3.6	)%		8.6	%		(20.7	)%		(4.6	)%		(27.4	)%		(42.0	)%		(55.0	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.95	)%		(0.98	)%		(1.19	)%		(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)		(0.91	)%		(0.90	)%		(0.89	)%		(0.94	)%		(1.14	)%		(0.87	)%		(0.88	)%

†	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 June 30, 2013.

**	Percentages are annualized.

174

For the Three Months Ended June 30, 2013 (unaudited)


Per Share Operating Performance	Ultra Australian Dollar			Ultra Euro			Ultra Yen			VIX Short- Term Futures ETF*			VIX Mid-Term Futures ETF			Ultra VIX Short-Term Futures ETF*			Short VIX Short-Term Futures ETF
Net asset value, at March 31, 2013	$	42.1480		$	22.8637		$	23.7738		$	54.1233		$	26.4359		$	75.7613		$	92.1973
Net investment income (loss)		(0.0909	)		(0.0533	)		(0.0482	)		(0.1069	)		(0.0525	)		(0.2915	)		(0.3259	)
Net realized and unrealized gain (loss)#		(9.2248	)		0.6640			(2.5057	)		1.9255			1.9041			(3.4739	)		(13.6086	)
Change in net asset value from operations		(9.3157	)		0.6107			(2.5539	)		1.8186			1.8516			(3.7654	)		(13.9345	)
Net asset value, at June 30, 2013	$	32.8323		$	23.4744		$	21.2199		$	55.9419		$	28.2875		$	71.9959		$	78.2628

Market value per share, at March 31, 2013†	$	42.55		$	22.92		$	23.69		$	54.50		$	26.43		$	76.90		$	91.08
Market value per share, at June 30, 2013†	$	33.96		$	23.25		$	21.10		$	55.91		$	28.25		$	71.69		$	78.45

Total Return, at net asset value^		(22.1	)%		2.7	%		(10.7	)%		3.4	%		7.0	%		(5.0	)%		(15.1	)%
Total Return, at market value^		(20.2	)%		1.4	%		(10.9	)%		2.6	%		6.9	%		(6.8	)%		(13.9	)%

Ratios to Average Net Assets**

Expense ratio		(0.99	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(1.80	)%		(1.56	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.95	)%		(0.90	)%		(0.90	)%		(0.81	)%		(0.81	)%		(1.77	)%		(1.52	)%

*	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.

^	Percentages are not annualized for the period ended June 30, 2013.

**	Percentages are annualized.

175

Selected data for a Share outstanding throughout the three months ended June 30, 2012:

For the Three Months Ended June 30, 2012 (unaudited)


Per Share Operating Performance	UltraShort DJ- UBS Commodity			UltraShort DJ- UBS Crude Oil			UltraShort DJ- UBS Natural Gas*			UltraShort Gold*			UltraShort Silver*			Short Euro+
Net asset value, at March 31, 2012	$	55.0086		$	35.2448		$	195.7666		$	67.7407		$	52.4356		$	40.0000
Net investment income (loss)		(0.1322	)		(0.0906	)		(0.6847	)		(0.1553	)		(0.1330	)		(0.0060	)
Net realized and unrealized gain (loss)		4.1855			14.0762			(73.8133	)		3.4041			17.6224			(0.5219	)
Change in net asset value from operations		4.0533			13.9856			(74.4980	)		3.2488			17.4894			(0.5279	)
Net asset value, at June 30, 2012	$	59.0619		$	49.2304		$	121.2686		$	70.9895		$	69.9250		$	39.4721

Market value per share, at March 31, 2012†	$	54.71		$	35.16		$	197.40		$	67.24		$	52.75		$	40.00
Market value per share, at June 30, 2012†	$	58.64		$	49.42		$	120.52		$	70.92		$	67.82		$	39.49

Total Return, at net asset value^		7.4	%		39.7	%		(38.1	)%		4.8	%		33.4	%		(1.3	)%
Total Return, at market value^		7.2	%		40.6	%		(38.9	)%		5.5	%		28.6	%		(1.3	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.98	)%		(1.63	)%		(0.95	)%		(0.95	)%		(1.09	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.89	)%		(0.92	)%		(1.57	)%		(0.88	)%		(0.88	)%		(1.09	)%

*	See Note 1 of these Notes to Financial Statements.

+	From commencement of operations, June 26, 2012, through June 30, 2012.

†	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 June 30, 2012.

**	Percentages are annualized.

176

For the Three Months Ended June 30, 2012 (unaudited)


Per Share Operating Performance	UltraShort Euro			UltraShort Yen			Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra DJ-UBS Natural Gas*			Ultra Gold			Ultra Silver
Net asset value, at March 31, 2012	$	18.9713		$	47.0450		$	26.1013		$	42.8123		$	37.6935		$	87.7900		$	54.8939
Net investment income (loss)		(0.0447	)		(0.0958	)		(0.0514	)		(0.0745	)		(0.1200	)		(0.1789	)		(0.0978	)
Net realized and unrealized gain (loss)		1.9805			(3.4144	)		(2.5316	)		(15.0248	)		8.1186			(7.8493	)		(17.7648	)
Change in net asset value from operations		1.9358			(3.5102	)		(2.5830	)		(15.0993	)		7.9986			(8.0282	)		(17.8626	)
Net asset value, at June 30, 2012	$	20.9071		$	43.5348		$	23.5183		$	27.7130		$	45.6921		$	79.7618		$	37.0313

Market value per share, at March 31, 2012†	$	18.97		$	47.05		$	25.90		$	42.91		$	37.40		$	88.40		$	54.46
Market value per share, at June 30, 2012†	$	20.90		$	43.51		$	23.66		$	27.54		$	45.75		$	79.74		$	38.13

Total Return, at net asset value^		10.2	%		(7.5	)%		(9.9	)%		(35.3	)%		21.2	%		(9.1	)%		(32.5	)%
Total Return, at market value^		10.2	%		(7.5	)%		(8.6	)%		(35.8	)%		22.3	%		(9.8	)%		(30.0	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.95	)%		(0.98	)%		(1.31	)%		(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)		(0.88	)%		(0.88	)%		(0.88	)%		(0.92	)%		(1.25	)%		(0.88	)%		(0.88	)%

*	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 June 30, 2012.

**	Percentages are annualized.

177

For the Three Months Ended June 30, 2012 (unaudited)


Per Share Operating Performance	Ultra Euro			Ultra Yen			VIX Short- Term Futures ETF*			VIX Mid-Term Futures ETF			Ultra VIX Short-Term Futures ETF*			Short VIX Short-Term Futures ETF*
Net asset value, at March 31, 2012	$	25.2458		$	31.3676		$	177.4817		$	55.9502		$	1,429.7668		$	49.4858
Net investment income (loss)		(0.0515	)		(0.0731	)		(0.3902	)		(0.1183	)		(6.5621	)		(0.1554	)
Net realized and unrealized gain (loss)#		(2.5589	)		2.1975			(17.0474	)		(0.7960	)		(461.0991	)		(4.0487	)
Change in net asset value from operations		(2.6104	)		2.1244			(17.4376	)		(0.9143	)		(467.6612	)		(4.2041	)
Net asset value, at June 30, 2012	$	22.6354		$	33.4920		$	160.0441		$	55.0359		$	962.1056		$	45.2817

Market value per share, at March 31, 2012†	$	25.21		$	31.36		$	178.85		$	56.74		$	1,456.00		$	49.07
Market value per share, at June 30, 2012†	$	22.62		$	33.39		$	161.60		$	55.08		$	984.00		$	44.92

Total Return, at net asset value^		(10.3	)%		6.8	%		(9.8	)%		(1.6	)%		(32.7	)%		(8.5	)%
Total Return, at market value^		(10.3	)%		6.5	%		(9.6	)%		(2.9	)%		(32.4	)%		(8.5	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(1.74	)%		(1.57	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.88	)%		(0.88	)%		(0.80	)%		(0.80	)%		(1.71	)%		(1.52	)%

*	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.

^	Percentages are not annualized for the period ended June 30, 2012.

**	Percentages are annualized.

178

Selected data for a Share outstanding throughout the six months ended June 30, 2013:

For the Six Months Ended June 30, 2013 (unaudited)


Per Share Operating Performance	UltraShort DJ-UBS Commodity			UltraShort DJ-UBS Crude Oil			UltraShort DJ- UBS Natural Gas*			UltraShort Gold			UltraShort Silver			Short Euro			UltraShort Australian Dollar
Net asset value, at December 31, 2012	$	54.1021		$	40.3079		$	102.1402		$	63.8688		$	51.3951		$	37.6285		$	37.8081

Net investment income (loss)		(0.2467	)		(0.1744	)		(0.4363	)		(0.3363	)		(0.2677	)		(0.1698	)		(0.2042	)
Net realized and unrealized gain (loss)#		12.0349			(3.7942	)		(13.1315	)		50.5660			59.4698			0.4677			8.8073
Change in net asset value from operations		11.7882			(3.9686	)		(13.5678	)		50.2297			59.2021			0.2979			8.6031
Net asset value, at June 30, 2013	$	65.8903		$	36.3393		$	88.5724		$	114.0985		$	110.5972		$	37.9264		$	46.4112

Market value per share, at December 31, 2012†	$	51.64		$	40.44		$	101.64		$	62.60		$	50.07		$	37.64		$	37.74
Market value per share, at June 30, 2013†	$	64.97		$	36.45		$	88.00		$	106.50		$	101.27		$	38.01		$	46.54

Total Return, at net asset value^		21.8	%		(9.8	)%		(13.3	)%		78.6	%		115.2	%		0.8	%		22.8	%
Total Return, at market value^		25.8	%		(9.9	)%		(13.4	)%		70.1	%		102.3	%		1.0	%		23.3	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.98	)%		(1.21	)%		(0.95	)%		(0.95	)%		(0.96	)%		(1.05	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.88	)%		(0.92	)%		(1.15	)%		(0.89	)%		(0.88	)%		(0.91	)%		(1.01	)%

*	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.

^	Percentages are not annualized for the period ended June 30, 2013.

**	Percentages are annualized.

179

For the Six Months Ended June 30, 2013 (unaudited)


Per Share Operating Performance	UltraShort Euro			UltraShort Yen			Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra DJ-UBS Natural Gas			Ultra Gold			Ultra Silver
Net asset value, at December 31, 2012	$	19.0172		$	50.7577		$	24.3875		$	29.3941		$	39.0490		$	83.7634		$	42.9727

Net investment income (loss)		(0.0846	)		(0.2699	)		(0.1017	)		(0.1348	)		(0.2278	)		(0.3089	)		(0.1400	)
Net realized and unrealized gain (loss)#		0.3564			13.6193			(5.0255	)		0.9021			(2.7998	)		(41.7787	)		(27.0894	)
Change in net asset value from operations		0.2718			13.3494			(5.1272	)		0.7673			(3.0276	)		(42.0876	)		(27.2294	)
Net asset value, at June 30, 2013	$	19.2890		$	64.1071		$	19.2603		$	30.1614		$	36.0214		$	41.6758		$	15.7433

Market value per share, at December 31, 2012†	$	19.01		$	50.77		$	23.93		$	29.32		$	39.24		$	85.34		$	44.10
Market value per share, at June 30, 2013†	$	19.29		$	64.08		$	18.96		$	30.11		$	36.26		$	44.63		$	17.00

Total Return, at net asset value^		1.4	%		26.3	%		(21.0	)%		2.6	%		(7.8	)%		(50.2	)%		(63.4	)%
Total Return, at market value^		1.5	%		26.2	%		(20.8	)%		2.7	%		(7.6	)%		(47.7	)%		(61.5	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.95	)%		(0.97	)%		(1.15	)%		(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	)%		(0.89	)%		(0.89	)%		(0.91	)%		(1.09	)%		(0.88	)%		(0.87	)%

#	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 June 30, 2013.

**	Percentages are annualized.

180

For the Six Months Ended June 30, 2013 (unaudited)


Per Share Operating Performance	Ultra Australian Dollar			Ultra Euro			Ultra Yen			VIX Short- Term Futures ETF*			VIX Mid- Term Futures ETF			Ultra VIX Short-Term Futures ETF*			Short VIX Short-Term Futures ETF
Net asset value, at December 31, 2012	$	41.4986		$	24.3499		$	28.1840		$	83.9374		$	34.7003		$	201.3178		$	66.1298

Net investment income (loss)		(0.1859	)		(0.1070	)		(0.1026	)		(0.2241	)		(0.1061	)		(0.6942	)		(0.6298	)
Net realized and unrealized gain (loss)		(8.4804	)		(0.7685	)		(6.8615	)		(27.7714	)		(6.3067	)		(128.6277	)		12.7628
Change in net asset value from operations		(8.6663	)		(0.8755	)		(6.9641	)		(27.9955	)		(6.4128	)		(129.3219	)		12.1330
Net asset value, at June 30, 2013	$	32.8323		$	23.4744		$	21.2199		$	55.9419		$	28.2875		$	71.9959		$	78.2628

Market value per share, at December 31, 2012†	$	41.45		$	24.32		$	28.28		$	85.05		$	34.22		$	209.00		$	65.45
Market value per share, at June 30, 2013†	$	33.96		$	23.25		$	21.10		$	55.91		$	28.25		$	71.69		$	78.45

Total Return, at net asset value^		(20.9	)%		(3.6	)%		(24.7	)%		(33.4	)%		(18.5	)%		(64.2	)%		18.3	%
Total Return, at market value^		(18.1	)%		(4.4	)%		(25.4	)%		(34.3	)%		(17.4	)%		(65.7	)%		19.9	%

Ratios to Average Net Assets**

Expense ratio		(0.99	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(1.86	)%		(1.55	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.94	)%		(0.90	)%		(0.89	)%		(0.80	)%		(0.80	)%		(1.83	)%		(1.50	)%

*	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 June 30, 2013.

**	Percentages are annualized.

181

Selected data for a Share outstanding throughout the six months ended June 30, 2012:

For the Six Months Ended June 30, 2012 (unaudited)


Per Share Operating Performance	UltraShort DJ-UBS Commodity			UltraShort DJ-UBS Crude Oil			UltraShort DJ- UBS Natural Gas*			UltraShort Gold*			UltraShort Silver*			Short Euro+
Net asset value, at December 31, 2011	$	56.9207		$	38.8151		$	95.2206		$	82.7114		$	76.6771		$	40.0000

Net investment income (loss)		(0.2523	)		(0.1715	)		(1.1058	)		(0.3109	)		(0.2561	)		(0.0060	)
Net realized and unrealized gain (loss)		2.3935			10.5868			27.1538			(11.4110	)		(6.4960	)		(0.5219	)
Change in net asset value from operations		2.1412			10.4153			26.0480			(11.7219	)		(6.7521	)		(0.5279	)
Net asset value, at June 30, 2012	$	59.0619		$	49.2304		$	121.2686		$	70.9895		$	69.9250		$	39.4721

Market value per share, at December 31, 2011†	$	56.19		$	38.69		$	95.84		$	79.24		$	79.35		$	40.00
Market value per share, at June 30, 2012†	$	58.64		$	49.42		$	120.52		$	70.92		$	67.82		$	39.49

Total Return, at net asset value^		3.8	%		26.8	%		27.4	%		(14.2	)%		(8.8	)%		(1.3	)%
Total Return, at market value^		4.4	%		27.7	%		25.8	%		(10.5	)%		(14.5	)%		(1.3	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.98	)%		(1.51	)%		(0.95	)%		(0.95	)%		(1.09	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.91	)%		(0.93	)%		(1.47	)%		(0.90	)%		(0.90	)%		(1.09	)%

*	See Note 1 of these Notes to Financial Statements.

+	From commencement of operations, June 26, 2012, through June 30, 2012.

†	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 June 30, 2012.

**	Percentages are annualized.

182

For the Six Months Ended June 30, 2012 (unaudited)


Per Share Operating Performance	UltraShort Euro			UltraShort Yen			Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra DJ-UBS Natural Gas*			Ultra Gold			Ultra Silver
Net asset value, at December 31, 2011	$	20.3357		$	40.9557		$	25.8805		$	40.8828		$	101.9786		$	75.9066		$	43.1903

Net investment income (loss)		(0.0904	)		(0.1949	)		(0.1143	)		(0.1717	)		(0.2625	)		(0.3874	)		(0.2251	)
Net realized and unrealized gain (loss)		0.6618			2.7740			(2.2479	)		(12.9981	)		(56.0240	)		4.2426			(5.9339	)
Change in net asset value from operations		0.5714			2.5791			(2.3622	)		(13.1698	)		(56.2865	)		3.8552			(6.1590	)
Net asset value, at June 30, 2012	$	20.9071		$	43.5348		$	23.5183		$	27.7130		$	45.6921		$	79.7618		$	37.0313

Market value per share, at December 31, 2011†	$	20.35		$	40.95		$	25.64		$	40.94		$	101.35		$	79.01		$	41.65
Market value per share, at June 30, 2012†	$	20.90		$	43.51		$	23.66		$	27.54		$	45.75		$	79.74		$	38.13

Total Return, at net asset value^		2.8	%		6.3	%		(9.1	)%		(32.2	)%		(55.2	)%		5.1	%		(14.3	)%
Total Return, at market value^		2.7	%		6.3	%		(7.7	)%		(32.7	)%		(54.9	)%		0.9	%		(8.5	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.95	)%		(0.97	)%		(1.28	)%		(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)		(0.91	)%		(0.90	)%		(0.91	)%		(0.93	)%		(1.23	)%		(0.90	)%		(0.90	)%

*	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 June 30, 2012.

**	Percentages are annualized.

183

For the Six Months Ended June 30, 2012 (unaudited)


Per Share Operating Performance	Ultra Euro			Ultra Yen			VIX Short- Term Futures ETF*			VIX Mid- Term Futures ETF			Ultra VIX Short-Term Futures ETF*			Short VIX Short-Term Futures ETF*
Net asset value, at December 31, 2011	$	23.8860		$	36.4704		$	381.8690		$	74.1396		$	7,412.6879		$	25.8664

Net investment income (loss)		(0.1090	)		(0.1518	)		(0.8339	)		(0.2526	)		(14.9477	)		(0.3262	)
Net realized and unrealized gain (loss)		(1.1416	)		(2.8266	)		(220.9910	)		(18.8511	)		(6,435.6346	)		19.7416
Change in net asset value from operations		(1.2506	)		(2.9784	)		(221.8249	)		(19.1037	)		(6,450.5823	)		19.4154
Net asset value, at June 30, 2012	$	22.6354		$	33.4920		$	160.0441		$	55.0359		$	962.1056		$	45.2817

Market value per share, at December 31, 2011†	$	23.87		$	36.50		$	378.70		$	74.13		$	7,296.00		$	26.14
Market value per share, at June 30, 2012†	$	22.62		$	33.39		$	161.60		$	55.08		$	984.00		$	44.92

Total Return, at net asset value^		(5.2	)%		(8.2	)%		(58.1	)%		(25.8	)%		(87.0	)%		75.1	%
Total Return, at market value^		(5.2	)%		(8.5	)%		(57.3	)%		(25.7	)%		(86.5	)%		71.8	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(1.80	)%		(1.70	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.91	)%		(0.90	)%		(0.80	)%		(0.81	)%		(1.78	)%		(1.65	)%

*	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 June 30, 2012.

**	Percentages are annualized.

184

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 the inverse (-1x), two times the inverse (-2x), or two times (2x) of the return of the Geared Fund’s benchmark for the period. A Fund will lose money if its benchmark performance is flat over time, and it is possible for a Geared Fund to lose money over time even if the performance of its benchmark increases (or decreases in the case of Short and UltraShort Funds), as a result of daily rebalancing, the benchmark’s volatility and compounding. Longer holding periods, higher benchmark 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 benchmark. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

Each Ultra and UltraShort 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 or UltraShort Fund is designed to return the inverse (-1) or two times the inverse (-2x) 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 Financial Instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments 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 Geared 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., -1x, -2x or 2x, 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.

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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 in OTC markets and have only recently become subject to regulation by the CFTC. CFTC rules, however, do not cover all types of swap agreements and forward contracts. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act (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.

The Funds will be subject to credit risk with respect to the counterparties to the derivative contracts (whether a clearing corporation in the case of cleared instruments or another third party in the case of OTC uncleared instruments). Unlike in futures contracts, the counterparty to uncleared 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 uncleared 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.

OTC 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. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss.

Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund.

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The counterparty risk for cleared derivative transactions is generally lower than for uncleared over-the-counter derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to the 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 UltraShort Funds and Ultra Funds include a two times the inverse (-2x), or a two times (2x) multiplier, a single-day movement in the relevant benchmark approaching 50% at any point in the day (for an UltraShort Fund or an UltraShort Fund) could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment 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 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.

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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. On July 22, 2013, the United States Court of Appeals for the Second Circuit issued an Opinion affirming the District Court’s decision dismissing the class action lawsuit in its entirety.

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. Management has determined that there are no material events that would require disclosure in the Trust’s or the Funds’ financial statements through this date.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This information should be read in conjunction with the financial statements and notes to the financial statements included with this Quarterly Report on Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor or the Trustee (as each term is defined below) assumes responsibility for the accuracy or completeness of any forward-looking statements. Except as expressly required by federal securities laws, none of the Trust, the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in expectations or predictions.

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of June 30, 2013, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, 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 this Quarterly Report on Form 10-Q. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in this Quarterly Report on Form 10-Q.

Eight of the Funds, ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Euro and ProShares Ultra Yen commenced trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares Ultra Gold and ProShares Ultra 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 UltraShort DJ-UBS Natural Gas and ProShares Ultra DJ-UBS Natural Gas, commenced trading on the NYSE Arca

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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 UltraShort Australian Dollar and ProShares Ultra Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012.

ProShare Capital Management LLC serves as the Trust’s Sponsor (the “Sponsor”) and commodity pool operator. Wilmington Trust Company serves as the Trustee of the Trust (the “Trustee”). The Funds are commodity pools, as defined under the CEA and the applicable regulations of the Commodity Futures Trading Commission (the “CFTC”) and are operated by the Sponsor, a commodity pool operator registered with the CFTC. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended.

Groups of Funds are collectively referred to in this Quarterly Report on Form 10-Q in several different ways. References to “Short Funds,” “UltraShort Funds,” or “Ultra 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.

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 or exchange rate equity volatility index or applicable commodity or financial futures contracts. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “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”).

Each Geared Fund seeks investment results for a single day only, not for longer periods. A “single day” is measured from the time a Fund calculates its respective net asset value per Share (“NAV”) to the time of the Fund’s next NAV calculation. This is different from most exchange-traded funds and means that the return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, which will very likely differ from -1x, -2x or 2x of the return of the index to which such Fund is benchmarked for that period. In periods of higher market volatility, the volatility of the benchmark may be at least as important to a Geared Fund’s return for the period as the return of the benchmark. Geared Funds are riskier than similarly benchmarked exchange-traded funds that are not geared. Accordingly, these funds may not be suitable for all investors and should be used only by knowledgeable investors who understand the potential consequences of seeking daily leveraged, inverse or inverse leveraged investment results. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. The Geared VIX Funds do not seek to achieve their stated objective over a period greater than a single day. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

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Each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares and each Matching VIX Fund continuously offers and redeems its Shares in blocks of 25,000 Shares (each such block a “Creation Unit”). Only Authorized Participants may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with one or more of the Funds. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective NAV. Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price that varies depending on, among other factors, the trading price of the Shares of each Fund on the NYSE Arca, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

Liquidity and Capital Resources

In order to collateralize derivatives positions in indices, commodities or currencies, a significant portion of the net assets of each Fund is held in cash and/or U.S. Treasury Securities, agency securities, or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. dollars or the applicable foreign currency with respect to a Currency Fund). A portion of these investments may be posted as collateral in connection with swap agreements and each Fund’s trading in futures and forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three and six months ended June 30, 2013 and 2012, each of the Funds earned interest income as follows:


Fund	Interest Income Three Months Ended June 30, 2013		Interest Income Three Months Ended June 30, 2012		Interest Income Six Months Ended June 30, 2013		Interest Income Six Months Ended June 30, 2012
ProShares UltraShort DJ-UBS Commodity		510		978		1,235		1,659
ProShares UltraShort DJ-UBS Crude Oil		23,201		20,652		48,510		30,777
ProShares UltraShort DJ-UBS Natural Gas		3,549		2,166		5,950		3,029
ProShares UltraShort Gold		19,551		242,236		35,308		31,155
ProShares UltraShort Silver		16,691		29,103		39,046		44,427
ProShares Short Euro		511		—		1,025		—
ProShares UltraShort Australian Dollar		1,111		—		1,609		—
ProShares UltraShort Euro		52,873		151,290		140,103		199,019
ProShares UltraShort Yen		61,098		42,631		130,590		63,202
ProShares Ultra DJ-UBS Commodity		664		1,404		1,414		1,929
ProShares Ultra DJ-UBS Crude Oil		38,629		50,164		101,903		63,252
ProShares Ultra DJ-UBS Natural Gas		4,949		6,879		16,626		8,998
ProShares Ultra Gold		41,790		61,509		100,868		88,900
ProShares Ultra Silver		102,633		125,529		261,893		177,264
ProShares Ultra Australian Dollar		424		—		1,070		—
ProShares Ultra Euro		421		1,087		1,097		1,575
ProShares Ultra Yen		417		872		1,243		1,244
ProShares VIX Short-Term Futures ETF		19,211		19,273		43,539		26,077
ProShares VIX Mid-Term Futures ETF		6,431		12,164		13,751		18,250
ProShares Ultra VIX Short-Term Futures ETF		18,527		14,866		36,066		17,781
ProShares Short VIX Short-Term Futures ETF		7,368		3,301		16,633		4,195

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Each Fund’s underlying swaps, futures and forward contracts, as applicable, may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps and forward contracts are not traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

Entry into swap agreements or forward contracts may further impact liquidity because these contractual agreements are executed “off-exchange” between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

The large size of the positions in which a Fund 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 Investments related to one benchmark, which in many cases is highly concentrated.

Because each Fund may enter into swaps and may trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

Market Risk

Trading in futures contracts involves each Fund entering into contractual commitments to purchase or sell a commodity or currency underlying the Fund’s benchmark at a specified date and price, should it hold such futures contract into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity or currency, it would be required to make delivery of that commodity or currency at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity or currency can rise is unlimited, entering into commitments to sell commodities or currencies would expose a Fund to theoretically unlimited risk.

Each Fund’s exposure to market risk is influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

For more information, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q.

Credit Risk

When a Fund enters into swap agreements, futures contracts or forward contracts, the Fund is exposed to credit risk that the counterparty to the contract will not meet its obligations.

The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members (i.e., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions.

Swap and forward agreements are contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

Swap agreements do not generally involve the delivery of underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to a swap agreement defaults, the Fund’s risk of loss typically consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovery collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of assets at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

•

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

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limiting the outstanding amounts due from counterparties to the Funds;

•

not posting margin directly with a counterparty;

•

generally requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily;

•

limiting the amount of margin or premium posted at a futures commission merchant (“FCM”); and

•

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

The FCM for each Fund, in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to the Fund, all assets of the Fund relating to domestic futures trading, and the FCM is not allowed to commingle such assets with other assets of the FCM. In addition, CFTC regulations also require the FCM to hold in a secure account assets of each Fund related to foreign futures trading.

Off-Balance Sheet Arrangements and Contractual Obligations

As of August 9, 2013, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

Management fee payments made to the Sponsor are calculated as a fixed percentage of each Fund’s NAV. As such, the Sponsor cannot anticipate the amount of payments that will be required under these arrangements for future periods as NAVs are not known until a future date. The agreement with the Sponsor may be terminated by either party upon 30 days written notice to the other party. One officer of the Trust also serves as an officer and owner of the Sponsor.

Critical Accounting Policies

The Trust’s and the Funds’ critical accounting policies are as follows:

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s and the Funds’ application of these policies involves judgments and actual results may differ from the estimates used.

Each Fund has significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in swaps, futures or forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statements of Operations.

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements. The fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

For financial reporting purposes, the Leveraged Funds, the Short Euro Fund and 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 VIX Funds’ final creation/redemption NAV for the three and six months ended June 30, 2013.

Derivatives (e.g., futures, swaps and forward agreements) 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 last settled price. 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.

Fair value pricing may require subjective determinations about the value of an investment. While each Leveraged and VIX Fund’s policy is intended to result in a calculation of the Leveraged or the VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged and the VIX Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Leveraged or the VIX 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 the Leveraged or the 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.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. See Note 2 in Item 1 of this Quarterly Report on Form 10-Q for further information.

Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

Each Fund pays its respective brokerage commissions, including applicable exchange fees, 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. Brokerage commissions on futures contracts are recognized on a half-turn basis. The Sponsor is currently paying the brokerage commissions on the VIX futures contracts for the Matching VIX Funds.

Results of Operations for the Three Months Ended June 30, 2013 Compared to the Three Months Ended June 30, 2012

ProShares UltraShort DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	3,305,997		$	8,801,218
NAV end of period	$	3,953,221		$	3,543,535
Percentage change in NAV		19.6	%		(59.7	)%
Shares outstanding beginning of period		59,997			159,997
Shares outstanding end of period		59,997			59,997
Percentage change in shares outstanding		0.0	%		(62.5	)%
Shares created		—			—
Shares redeemed		—			100,000
Per share NAV beginning of period	$	55.10		$	55.01
Per share NAV end of period	$	65.89		$	59.06
Percentage change in per share NAV		19.6	%		7.4	%
Percentage change in benchmark		(9.5	)%		(4.6	)%
Benchmark annualized volatility		13.0	%		15.7	%

192

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from March 31, 2013 to June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 159,997 outstanding shares at March 31, 2012 to 59,997 outstanding shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 19.6% for the three months ended June 30, 2013, as compared to the increase of 7.4% for the three months ended June 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $65.89 per Share and reached its low for the period on April 1, 2013 at $55.79 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on June 1, 2012 at $68.06 per Share and reached its low for the period on April 2, 2012 at $53.55 per Share.

The benchmark’s decline of 9.5% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 4.6% for the three months ended June 30, 2012, can be attributed to greater depreciation of the underlying components of the index during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(7,940	)		(14,834	)
Management fee		8,450			15,812
Net realized gain (loss)		150,169			1,440,679
Change in net unrealized appreciation/depreciation		504,995			(529,884	)
Net income (loss)		647,224			895,961

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the Fund’s benchmark index in conjunction with a significantly lower average shares outstanding from the three months ended June 30, 2012 to the three months ended June 30, 2013.

ProShares UltraShort DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	141,172,634		$	154,017,609
NAV end of period	$	251,466,116		$	82,211,941
Percentage change in NAV		78.1	%		(46.6	)%
Shares outstanding beginning of period		3,869,944			4,369,944
Shares outstanding end of period		6,919,944			1,669,944
Percentage change in shares outstanding		78.8	%		(61.8	)%
Shares created		7,100,000			1,300,000

193


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Shares redeemed		4,050,000			4,000,000
Per share NAV beginning of period	$	36.48		$	35.24
Per share NAV end of period	$	36.34		$	49.23
Percentage change in per share NAV		(0.4	)%		39.7	%
Percentage change in benchmark		(1.7	)%		(18.5	)%
Benchmark annualized volatility		21.8	%		30.2	%

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 3,869,944 outstanding Shares at March 31, 2013 to 6,919,944 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM. By comparison, the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 4,369,944 outstanding Shares at March 31, 2012 to 1,669,944 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 0.4% for the three months ended June 30, 2013, as compared to the increase of 39.7% for the three months ended June 30, 2012, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 17, 2013 at $45.45 per Share and reached its low for the period on June 18, 2013 at $34.89 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on June 28, 2012 at $60.49 per Share and reached its low for the period on May 1, 2012 at $33.30 per Share.

The benchmark’s decline of 1.7% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 18.5% for the three months ended June 30, 2012, can be attributed to a lesser decrease in the price of WTI Crude Oil during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(438,268	)		(268,706	)
Management fee		442,975			278,920
Brokerage commissions		18,494			10,438
Net realized gain (loss)		1,034,624			54,334,541
Change in net unrealized appreciation/depreciation		9,876,289			(4,691,207	)
Net income (loss)		10,472,645			49,374,628

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a lesser decrease in the price of WTI Crude Oil during the three months ended June 30, 2013.

194

ProShares UltraShort DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	25,153,019		$	22,025,304
NAV end of period	$	19,924,537		$	13,643,687
Percentage change in NAV		(20.8	)%		(38.1	)%
Shares outstanding beginning of period		350,008			112,508
Shares outstanding end of period		224,952			112,508
Percentage change in shares outstanding		(35.7	)%		0.0	%
Shares created		100,000			62,500
Shares redeemed		225,056			62,500
Per share NAV beginning of period	$	71.86		$	195.77
Per share NAV end of period	$	88.57		$	121.27
Percentage change in per share NAV		23.2	%		(38.1	)%
Percentage change in benchmark		(13.9)	%		14.0	%
Benchmark annualized volatility		34.3	%		51.8	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 350,008 outstanding Shares at March 31, 2013 to 224,952 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. There was no net change in the Fund’s outstanding Shares from March 31, 2012 to June 30, 2012.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 23.2% for the three months ended June 30, 2013, as compared to the decrease of 38.1% for the three months ended June 30, 2012, was primarily due to appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $88.57 per Share and reached its low for the period on April 19, 2013 at $59.27 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 29, 2012 at $245.67 per Share and reached its low for the period on June 29, 2012 at $121.27 per Share.

The benchmark’s decline of 13.9% for the three months ended June 30, 2013, as compared to the benchmark’s rise of 14.0% for the three months ended June 30, 2012, can be attributed to a decrease in the price of Henry Hub Natural Gas during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(74,590	)		(64,525	)
Management fee		61,051			—
Brokerage commissions		17,088			27,710
Offering costs		—			39,029

195


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Limitation by Sponsor		—			(48	)
Net realized gain (loss)		(833,614	)		1,866,072
Change in net unrealized appreciation/depreciation		5,825,460			(11,132,414	)
Net income (loss)		4,917,256			(9,330,867	)

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split and the reverse Share split for the ProShares UltraShort DJ-UBS Natural Gas Fund.

ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	104,990,435		$	147,165,003
NAV end of period	$	170,802,997		$	129,376,591
Percentage change in NAV		62.7	%		(12.1	)%
Shares outstanding beginning of period		1,546,978			2,172,475
Shares outstanding end of period		1,496,978			1,822,475
Percentage change in shares outstanding		(3.2	)%		(16.1	)%
Shares created		950,000			—
Shares redeemed		1,000,000			350,000
Per share NAV beginning of period	$	67.87		$	67.74
Per share NAV end of period	$	114.10		$	70.99
Percentage change in per share NAV		68.1	%		4.8	%
Percentage change in benchmark		(25.4)	%		(3.9	)%
Benchmark annualized volatility		30.0	%		19.9	%

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 1,546,978 outstanding Shares at March 31, 2013 to 1,496,978 outstanding Shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 2,172,475 outstanding Shares at March 31, 2012 to 1,822,475 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 68.1% for the three months ended June 30, 2013, as compared to the increase of 4.8% for the three months ended June 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $114.10 per Share and reached its low for the period on April 2, 2013 at $69.11 per Share. By comparison, during the ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 30, 2012 at $77.48 per Share and reached its low for the period on April 2, 2012 at $66.51 per Share.

196

The benchmark’s decline of 25.4% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 3.9% for the three months ended June 30, 2012, can be attributed to a greater decrease in the price of spot gold in U.S. Dollar terms during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(349,253	)		(302,804	)
Management fee		368,796			327,032
Brokerage commissions		8			8
Net realized gain (loss)		20,859,654			3,259,056
Change in net unrealized appreciation/depreciation		55,071,795			4,384,516
Net income (loss)		75,582,196			7,340,768

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a greater decrease in the price of spot gold in U.S. Dollar terms during the three months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Gold Fund.

ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	105,879,128		$	199,196,161
NAV end of period	$	83,886,747		$	161,421,100
Percentage change in NAV		(20.8	)%		(19.0	)%
Shares outstanding beginning of period		1,958,489			3,798,874
Shares outstanding end of period		758,489			2,308,489
Percentage change in shares outstanding		(61.3	)%		(39.2	)%
Shares created		900,000			970,000
Shares redeemed		2,100,000			2,460,385
Per share NAV beginning of period	$	54.06		$	52.44
Per share NAV end of period	$	110.60		$	69.93
Percentage change in per share NAV		104.6	%		33.4	%
Percentage change in benchmark		(34.2	)%		(16.5	)%
Benchmark annualized volatility		42.0	%		30.5	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 1,958,489 outstanding Shares at March 31, 2013 to 758,489 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease of 3,798,874 outstanding Shares at March 31, 2012 to 2,308,489 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

197

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 104.6% for the three months ended June 30, 2013, as compared to the increase of 33.4% for the three months ended June 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 27, 2013 at $113.67 per Share and reached its low for the period on April 2, 2013 at $56.63 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 16, 2012 at $72.27 per Share and reached its low for the period on April 3, 2012 at $50.67 per Share.

The benchmark’s decline of 34.2% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 16.5% for the three months ended June 30, 2012, can be attributed to a greater decrease in the price of spot silver in U.S. Dollar terms during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(273,413	)		(371,361	)
Management fee		290,088			400,447
Brokerage commissions		16			17
Net realized gain (loss)		51,617,283			39,064,507
Change in net unrealized appreciation/depreciation		40,881,903			13,283,202
Net income (loss)		92,225,773			51,976,348

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a greater decrease in the price of spot silver in U.S. Dollar terms during the three months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares UltraShort Silver Fund.

ProShares Short Euro

Since the Fund commenced investment operations on June 26, 2012, the Fund’s results of operations for the period ended June 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013:


	Three Months Ended June 30, 2013			Period Ended June 30, 2012
NAV beginning of period	$	3,863,386		$	200
NAV end of period	$	3,792,834		$	3,947,410
Percentage change in NAV		(1.8	)%		1,973,605.0	%
Shares outstanding beginning of period		100,005			5
Shares outstanding end of period		100,005			100,005
Percentage change in shares outstanding		0.0	%		2,000,000.0	%
Shares created		—			100,000
Shares redeemed		—			—
Per share NAV beginning of period	$	38.63		$	40.00

198


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Per share NAV end of period	$	37.93		$	39.47
Percentage change in per share NAV		(1.8	)%		(1.3	)%
Percentage change in benchmark		1.5	%		1.3	%
Benchmark annualized volatility		7.6	%		8.3	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2013 to June 30, 2013. By comparison, during the period ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 26, 2012 to 100,005 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the three months ended June 30, 2013 and the period ended June 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 1.8% for the three months ended June 30, 2013, as compared to the decrease of 1.3% for the period ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 2, 2013 at $38.63 per Share and reached its low for the period on June 18, 2013 at $36.88 per Share. By comparison, during the period ended June 30, 2012, the Fund’s per share NAV reached its high for the period on June 28, 2012 at $40.15 per Share and reached its low for the period on June 30, 2012 at $39.47 per Share.

The benchmark’s rise of 1.5% for the three months ended June 30, 2013, as compared to the benchmark’s rise of 1.3% for the period ended June 30, 2012, can be attributed to a greater increase in the value of the Euro versus the U.S. Dollar during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013:


	Three Months Ended June 30, 2013			Period Ended June 30, 2012
Net investment income (loss)		(8,572	)		(477	)
Management fee		493			—
Brokerage commissions		114			63
Offering costs		35,401			562
Limitation by Sponsor		(26,925	)		(148	)
Net realized gain (loss)		(67,933	)		(2,000	)
Change in net unrealized appreciation/depreciation		5,953			(52,313	)
Net income (loss)		(70,552	)		(52,790	)

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the period ended June 30, 2012, primarily due to a greater rise in the value of the Euro versus the U.S. Dollar during the three month ended June 30, 2013.

ProShares UltraShort Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the three months ended June 30, 2012 is not available.

199

The following table provides summary performance information for the Fund for the three months ended June 30, 2013:


	Three Months Ended June 30, 2013
NAV beginning of period	$	3,689,176
NAV end of period	$	23,205,856
Percentage change in NAV		529.0	%
Shares outstanding beginning of period		100,005
Shares outstanding end of period		500,005
Percentage change in shares outstanding		400.0	%
Shares created		400,000
Shares redeemed		—
Per share NAV beginning of period	$	36.89
Per share NAV end of period	$	46.41
Percentage change in per share NAV		25.8	%
Percentage change in benchmark		(12.2)	%
Benchmark annualized volatility		11.8	%

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 100,005 outstanding Shares at March 31, 2013 to 500,005 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

For the period ended June 30, 2013, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 28, 2013 at $46.58 per Share and reached its low for the period on April 11, 2013 at $35.89 per Share.

The benchmark’s decline of 12.2% for the three months ended June 30, 2013, can be attributed to a decline in the value of the Australian Dollar versus the U.S. Dollar during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013:


	Three Months Ended June 30, 2013
Net investment income (loss)		(30,369	)
Brokerage commissions		3,381
Offering costs		34,834
Limitation by Sponsor		(6,735	)
Net realized gain (loss)		1,793,093
Change in net unrealized appreciation/depreciation		1,508,144
Net income (loss)		3,270,868

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	516,348,251		$	819,560,440
NAV end of period	$	509,228,804		$	896,915,348
Percentage change in NAV		(1.4	)%		9.4	%

200


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Shares outstanding beginning of period		25,800,014			43,200,014
Shares outstanding end of period		26,400,014			42,900,014
Percentage change in shares outstanding		2.3	%		(0.7	)%
Shares created		2,750,000			8,200,000
Shares redeemed		2,150,000			8,500,000
Per share NAV beginning of period	$	20.01		$	18.97
Per share NAV end of period	$	19.29		$	20.91
Percentage change in per share NAV		(3.6	)%		10.2	%
Percentage change in benchmark		1.5	%		(5.1	)%
Benchmark annualized volatility		7.6	%		8.3	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. The decrease in the Fund’s NAV was offset by an increase from 25,800,014 outstanding shares at March 31, 2013 to 26,400,014 outstanding shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. The increase in the Fund’s NAV was offset by a decrease from 43,200,014 outstanding Shares at March 31, 2012 to 42,900,014 outstanding Shares at June 30, 2012.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.6% for the three months ended June 30, 2013, as compared to the per Share NAV increase of 10.2% for the three months ended June 30, 2012 was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 2, 2013 at $20.02 per Share and reached its low for the period on June 18, 2013 at $18.23 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 31, 2012 at $21.98 per Share and reached its low for the period on April 2, 2012 at $19.00 per Share.

The benchmark’s rise of 1.5% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 5.1% for the three months ended June 30, 2012, can be attributed to a rise in the value of the Euro versus the U.S. Dollar during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(1,151,118	)		(1,941,599	)
Management fee		1,203,991			2,092,889
Net realized gain (loss)		(8,142,238	)		82,142,813
Change in net unrealized appreciation/depreciation		(8,941,580	)		8,478,199
Net income (loss)		(18,234,936	)		88,679,413

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a rise in the value of the Euro versus the U.S. Dollar for the three months ended June 30, 2013.

201

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	472,040,826		$	279,884,802
NAV end of period	$	525,633,184		$	230,703,599
Percentage change in NAV		11.4	%		(17.6	)%
Shares outstanding beginning of period		7,999,294			5,949,294
Shares outstanding end of period		8,199,294			5,299,294
Percentage change in shares outstanding		2.5	%		(10.9	)%
Shares created		3,100,000			450,000
Shares redeemed		2,900,000			1,100,000
Per share NAV beginning of period	$	59.01		$	47.05
Per share NAV end of period	$	64.11		$	43.53
Percentage change in per share NAV		8.6	%		(7.5	)%
Percentage change in benchmark		(5.1)	%		3.6	%
Benchmark annualized volatility		15.9	%		8.3	%

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 7,999,294 outstanding Shares at March 31, 2013 to 8,199,294 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,949,294 outstanding Shares at March 31, 2012 to 5,299,294 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 8.6% for the three months ended June 30, 2013, as compared to the decrease of 7.5% for the three months ended June 30, 2012 was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on May 17, 2013 at $70.23 per Share and reached its low for the period on April 3, 2013 at $57.46 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 3, 2012 at $47.06 per Share and reached its low for the period on June 1, 2012 at $41.71 per Share.

The benchmark’s decline of 5.1% for the three months ended June 30, 2013, as compared to the benchmark’s rise of 3.6% for the three months ended June 30, 2012, can be attributed to a decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(1,178,365	)		(529,790	)
Management fee		1,239,463			572,421

202


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net realized gain (loss)		48,143,885			(10,399,199	)
Change in net unrealized appreciation/depreciation		(6,866,776	)		(8,997,695	)
Net income (loss)		40,098,744			(19,926,684	)

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended June 30, 2013.

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	4,722,331		$	9,135,820
NAV end of period	$	3,852,327		$	8,231,731
Percentage change in NAV		(18.4	)%		(9.9	)%
Shares outstanding beginning of period		200,014			350,014
Shares outstanding end of period		200,014			350,014
Shares created		—			—
Shares redeemed		—			—
Percentage change in shares outstanding		0.0	%		0.0	%
Per share NAV beginning of period	$	23.61		$	26.10
Per share NAV end of period	$	19.26		$	23.52
Percentage change in per share NAV		(18.4	)%		(9.9	)%
Percentage change in benchmark		(9.5)	%		(4.6	)%
Benchmark annualized volatility		13.0	%		15.7	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from March 31, 2013 to June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from March 31, 2012 to June 30, 2012.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.4% for the three months ended June 30, 2013, as compared to the decrease of 9.9% for the three months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 1, 2013 at $23.31 per Share and reached its low for the period on June 30, 2013 at $19.26 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 2, 2012 at $26.78 per Share and reached its low for the period on June 1, 2012 at $20.71 per Share.

203

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(9,573	)		(18,004	)
Management fee		10,237			19,408
Net realized gain (loss)		(274,064	)		(1,858,138	)
Change in net unrealized appreciation/depreciation		(586,367	)		972,052
Net income (loss)		(870,004	)		(904,090	)

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the Fund’s benchmark index in conjunction with significantly less shares outstanding from the three months ended June 30, 2012 to the three months ended June 30, 2013.

ProShares Ultra DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	326,167,332		$	271,822,707
NAV end of period	$	218,645,114		$	489,111,964
Percentage change in NAV		(33.0	)%		79.9	%
Shares outstanding beginning of period		10,299,170			6,349,170
Shares outstanding end of period		7,249,170			17,649,170
Percentage change in shares outstanding		(29.6	)%		178.0	%
Shares created		5,850,000			12,700,000
Shares redeemed		8,900,000			1,400,000
Per share NAV beginning of period	$	31.67		$	42.81
Per share NAV end of period	$	30.16		$	27.71
Percentage change in per share NAV		(4.8	)%		(35.3	)%
Percentage change in benchmark		(1.7)	%		(18.5	)%
Benchmark annualized volatility		21.8	%		30.2	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 10,299,170 outstanding Shares at March 31, 2013 to 7,249,170 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 6,349,170 outstanding Shares at March 31, 2012 to 17,649,170 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 4.8% for the three months ended June 30, 2013, as compared to the decrease of 35.3% for the three months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

204

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 18, 2013 at $31.68 per Share and reached its low for the period on April 17, 2013 at $25.06 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 1, 2012 at $44.69 per Share and reached its low for the period on June 28, 2012 at $23.36 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(655,340	)		(679,477	)
Management fee		670,575			705,397
Brokerage commissions		23,394			24,244
Net realized gain (loss)		20,743,552			(112,156,901	)
Change in net unrealized appreciation/depreciation		(22,061,839	)		16,390,926
Net income (loss)		(1,973,627	)		(96,445,452	)

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a lesser decrease in the price of WTI Crude Oil during the three months ended June 30, 2013.

ProShares Ultra DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	51,254,090		$	36,185,805
NAV end of period	$	42,142,901		$	62,595,441
Percentage change in NAV		(17.8	)%		73.0	%
Shares outstanding beginning of period		1,019,941			960,002
Shares outstanding end of period		1,169,941			1,369,941
Percentage change in shares outstanding		14.7	%		42.7	%
Shares created		650,000			460,000
Shares redeemed		500,000			50,061
Per share NAV beginning of period	$	50.25		$	37.69
Per share NAV end of period	$	36.02		$	45.69
Percentage change in per share NAV		(28.3	)%		21.2	%
Percentage change in benchmark		(13.9)	%		14.0	%
Benchmark annualized volatility		34.3	%		51.8	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. The decrease in the Fund’s NAV was offset by the increase from 1,019,941 outstanding Shares at March 31, 2013 to 1,169,941 outstanding shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 960,002 outstanding Shares at March 31, 2012 to 1,369,941 outstanding

205

Shares at June 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 28.3% for the three months ended June 30, 2013, as compared to the increase of 21.2% for the three months ended June 30, 2012, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 19, 2013 at $59.32 per Share and reached its low for the period on June 30, 2013 at $36.02 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 18, 2012 at $51.41 per Share and reached its low for the period on April 19, 2012 at $29.42 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(111,690	)		(151,025	)
Management fee		93,177			75,830
Brokerage commissions		23,462			43,045
Offering costs		—			39,029
Net realized gain (loss)		9,156,331			(21,503,069	)
Change in net unrealized appreciation/depreciation		(19,993,846	)		34,961,144
Net income (loss)		(10,949,205	)		13,307,050

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra DJ-UBS Natural Gas Fund.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	316,462,981		$	381,887,918
NAV end of period	$	139,614,500		$	331,012,682
Percentage change in NAV		(55.9	)%		(13.3	)%
Shares outstanding beginning of period		4,100,014			4,350,014
Shares outstanding end of period		3,350,014			4,150,014
Percentage change in shares outstanding		(18.3	)%		(4.6	)%

206


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Shares created		100,000			—
Shares redeemed		850,000			200,000
Per share NAV beginning of period	$	77.19		$	87.79
Per share NAV end of period	$	41.68		$	79.76
Percentage change in per share NAV		(46.0	%)		(9.1	)%
Percentage change in benchmark		(25.4)	%		(3.9	)%
Benchmark annualized volatility		30.0	%		19.9	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,100,014 outstanding Shares at March 31, 2013 to 3,350,014 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,350,014 outstanding Shares at March 31, 2012 to 4,150,014 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 46.0% for the three months ended June 30, 2013, as compared to the decrease of 9.1% for the three months ended June 30, 2012, was primarily due to the greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 2, 2013 at $75.74 per Share and reached its low for the period on June 30, 2013 at $41.68 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 2, 2012 at $89.35 per Share and reached its low for the period on May 30, 2012 at $74.51 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(478,211	)		(753,951	)
Management fee		519,993			815,451
Brokerage commissions		8			9
Net realized gain (loss)		(68,002,811	)		(20,402,023	)
Change in net unrealized appreciation/depreciation		(62,980,880	)		(12,225,205	)
Net income (loss)		(131,461,902	)		(33,381,179	)

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a greater decrease in the price of spot gold in U.S. Dollar terms during the three months ended June 30, 2013.

207

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	746,484,767		$	845,367,293
NAV end of period	$	425,855,952		$	661,009,190
Percentage change in NAV		(43.0	)%		(21.8	)%
Shares outstanding beginning of period		19,400,028			15,400,028
Shares outstanding end of period		27,050,028			17,850,028
Percentage change in shares outstanding		39.4	%		15.9	%
Shares created		8,400,000			3,250,000
Shares redeemed		750,000			800,000
Per share NAV beginning of period	$	38.48		$	54.89
Per share NAV end of period	$	15.74		$	37.03
Percentage change in per share NAV		(59.1	)%		(32.5	)%
Percentage change in benchmark		(34.2)	%		(16.5	)%
Benchmark annualized volatility		42.0	%		30.5	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 19,400,028 outstanding Shares at March 31, 2013 to 27,050,028 outstanding shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 15,400,028 outstanding Shares at March 31, 2012 to 17,850,028 outstanding Shares at June 30, 2012.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 59.1% for the three months ended June 30, 2013, as compared to the decrease of 32.5% for the three months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 2, 2013 at $36.64 per Share and reached its low for the period on June 27, 2013 at $15.33 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 3, 2012 at $56.69 per Share and reached its low for the period on June 25, 2012 at $36.12 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(1,206,634	)		(1,610,787	)
Management fee		1,309,255			1,736,295

208


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Brokerage commissions		12			21
Net realized gain (loss)		(322,601,825	)		(219,391,213	)
Change in net unrealized appreciation/depreciation		(168,466,730	)		(68,866,623	)
Net income (loss)		(492,275,189	)		(289,868,623	)

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a greater decrease in the price of spot silver in U.S. Dollar terms during the three months ended June 30, 2013.

ProShares Ultra Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the three months ended June 30, 2012 is not available.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013:


	Three Months Ended June 30, 2013
NAV beginning of period	$	4,215,006
NAV end of period	$	3,283,396
Percentage change in NAV		(22.1	)%
Shares outstanding beginning of period		100,005
Shares outstanding end of period		100,005
Percentage change in shares outstanding		0.0	%
Shares created		—
Shares redeemed		—
Per share NAV beginning of period	$	42.15
Per share NAV end of period	$	32.83
Percentage change in per share NAV		(22.1	)%
Percentage change in benchmark		(12.2	)%
Benchmark annualized volatility		11.8	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. There was no net change in outstanding Shares from March 31, 2013 to June 30, 2013.

For the three months ended June 30, 2013, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 11, 2013 at $43.27 per Share and reached its low for the period on June 28, 2013 at $32.72 per Share.

The benchmark’s decline of 12.2% for the three months ended June 30, 2013, can be attributed to a decrease in the value of the Australian Dollar versus the U.S. Dollar during the three months ended June 30, 2013.

209

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013:


	Three Months Ended June 30, 2013
Net investment income (loss)		(9,095	)
Brokerage commissions		415
Offering costs		34,834
Limitation by Sponsor		(25,730	)
Net realized gain (loss)		(590,520	)
Change in net unrealized appreciation/depreciation		(331,995	)
Net income (loss)		(931,610	)

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	4,573,067		$	7,574,096
NAV end of period	$	3,521,494		$	5,659,156
Percentage change in NAV		(23.0	)%		(25.3	)%
Shares outstanding beginning of period		200,014			300,014
Shares outstanding end of period		150,014			250,014
Percentage change in shares outstanding		(25.0	%)		(16.7	)%
Shares created		—			—
Shares redeemed		50,000			50,000
Per share NAV beginning of period	$	22.86		$	25.25
Per share NAV end of period	$	23.47		$	22.64
Percentage change in per share NAV		2.7	%		(10.3	)%
Percentage change in benchmark		1.5	%		(5.1	)%
Benchmark annualized volatility		7.6	%		8.3	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 200,014 outstanding Shares at March 31, 2013 to 150,014 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 300,014 outstanding Shares at March 31, 2012 to 250,014 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 2.7% for the three months ended June 30, 2013, as compared to the decrease of 10.3% for the three months ended June 30, 2012 was primarily due to an increase in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 18, 2013 at $24.88 per Share and reached its low for the period on May 17, 2013 at $22.84 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 2, 2012 at $25.21 per Share and reached its low for the period on May 31, 2012 at $21.64 per Share.

The benchmark’s rise of 1.5% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 5.1% for the three months ended June 30, 2012, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the three months ended June 30, 2013.

210

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(8,143	)		(14,414	)
Management fee		8,564			15,501
Net realized gain (loss)		36,986			(617,180	)
Change in net unrealized appreciation/depreciation		96,891			(171,578	)
Net income (loss)		125,734			(803,172	)

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to an increase in the value of the Euro versus the U.S. Dollar during the three months ended June 30, 2013.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	3,566,403		$	4,705,580
NAV end of period	$	3,183,279		$	5,024,268
Percentage change in NAV		(10.7	)%		6.8	%
Shares outstanding beginning of period		150,014			150,014
Shares outstanding end of period		150,014			150,014
Percentage change in shares outstanding		0.0	%		0.0	%
Shares created		—			—
Shares redeemed		—			—
Per share NAV beginning of period	$	23.77		$	31.37
Per share NAV end of period	$	21.22		$	33.49
Percentage change in per share NAV		(10.7	)%		6.8	%
Percentage change in benchmark		(5.1	)%		3.6	%
Benchmark annualized volatility		15.9	%		8.3	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2013 to June 30, 2013. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2012 to June 30, 2013.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 10.7% for the three months ended June 30, 2013, as compared to the increase of 6.8% for the three months ended June 30, 2012, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 3, 2013 at $24.40 per Share and reached its low for the period on May 17, 2013 at $19.65 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on June 1, 2012 at $35.08 per Share and reached its low for the period on April 3, 2012 at $31.33 per Share.

211

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(7,227	)		(10,964	)
Management fee		7,644			11,836
Net realized gain (loss)		(456,590	)		204,026
Change in net unrealized appreciation/depreciation		80,693			125,626
Net income (loss)		(383,124	)		318,688

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended June 30, 2013.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	218,387,479		$	126,899,583
NAV end of period	$	174,808,019		$	137,638,067
Percentage change in NAV		(20.0	)%		8.5	%
Shares outstanding beginning of period		4,035,001			715,001
Shares outstanding end of period		3,124,812			860,001
Percentage change in shares outstanding		(22.6	)%		20.3	%
Shares created		2,110,000			1,110,000
Shares redeemed		3,020,189			965,000
Per share NAV beginning of period	$	54.12		$	177.48
Per share NAV end of period	$	55.94		$	160.04
Percentage change in per share NAV		3.4	%		(9.8	)%
Percentage change in benchmark		3.4	%		(9.7	)%
Benchmark annualized volatility		71.2	%		87.0	%

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 4,035,001 outstanding Shares at March 31, 2013 to 3,124,812 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 715,001 outstanding Shares at March 31, 2012 to 860,001 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV increase of 3.4% for the three months ended June 30, 2013, as compared to the decrease of 9.8% for the three months ended June 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

212

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 24, 2013 at $61.88 per Share and reached its low for the period on May 7, 2013 at $49.08 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 18, 2012 at $244.21 per Share and reached its low for the period on June 30, 2012 at $160.05 per Share.

The benchmark’s rise of 3.4% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 9.7% for the three months ended June 30, 2012, can be attributed to rising prices of the near-term futures contracts on the VIX futures curve during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(435,228	)		(306,475	)
Management fee		454,439			325,748
Net realized gain (loss)		11,161,136			(9,360,794	)
Change in net unrealized appreciation/depreciation		9,573,290			1,034,069
Net income (loss)		20,299,198			(8,633,200	)

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to the rise in the Fund’s benchmark during the three months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares VIX Short-Term Futures ETF.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	68,072,450		$	102,109,475
NAV end of period	$	72,133,381		$	85,306,861
Percentage change in NAV		6.0	%		(16.5	)%
Shares outstanding beginning of period		2,575,005			1,825,005
Shares outstanding end of period		2,550,005			1,550,005
Percentage change in shares outstanding		(1.0	)%		(15.1	)%
Shares created		875,000			125,000
Shares redeemed		900,000			400,000
Per share NAV beginning of period	$	26.44		$	55.95
Per share NAV end of period	$	28.29		$	55.04
Percentage change in per share NAV		7.0	%		(1.6	)%
Percentage change in benchmark		7.3	%		(1.5	)%
Benchmark annualized volatility		28.0	%		41.0	%

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. The increase in the Fund’s NAV was offset by a decrease from 2,575,005 outstanding Shares at March 31, 2013 to 2,550,005 outstanding Shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV

213

resulted primarily from a decrease from 1,825,005 outstanding Shares at March 31, 2012 to 1,550,005 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV increase of 7.0% for the three months ended June 30, 2013, as compared to the decrease of 1.6% for the three months ended June 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 24, 2013 at $28.93 per Share and reached its low for the period on May 7, 2013 at $24.07 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on June 4, 2012 at $66.17 per Share and reached its low for the period on May 2, 2012 at $54.44 per Share.

The benchmark’s rise of 7.3% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 1.5% for the three months ended June 30, 2012, can be attributed to a rise in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(126,773	)		(209,003	)
Management fee		133,204			221,167
Net realized gain (loss)		(2,486,090	)		(3,325,390	)
Change in net unrealized appreciation/depreciation		7,455,011			5,019,242
Net income (loss)		4,842,148			1,484,849

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a rise in the Fund’s benchmark during the three months ended June 30, 2013.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	344,396,396		$	119,978,881
NAV end of period	$	215,235,917		$	299,133,075
Percentage change in NAV		(37.5	)%		149.3	%
Shares outstanding beginning of period		4,545,808			83,915
Shares outstanding end of period		2,989,557			310,915
Percentage change in shares outstanding		(34.2	)%		270.5	%
Shares created		7,140,000			419,500
Shares redeemed		8,696,251			192,500
Per share NAV beginning of period	$	75.76		$	1,429.77
Per share NAV end of period	$	72.00		$	962.11
Percentage change in per share NAV		(5.0	)%		(32.7	)%
Percentage change in benchmark		3.4	%		(9.7	)%
Benchmark annualized volatility		71.2	%		87.1	%

214

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 4,545,808 outstanding Shares at March 31, 2013 to 2,989,557 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 83,915 outstanding Shares at March 31, 2012 to 310,915 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 5.0% for the three months ended June 30, 2013, as compared to the decrease of 32.7% for the three months ended June 30, 2012, was primarily due to lesser depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 24, 2013 at $88.36 per Share and reached its low for the period on May 7, 2013 at $57.65 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 18, 2012 at $2,516.81 per Share and reached its low for the period on June 30, 2012 at $962.11 per Share.

The benchmark’s rise of 3.4% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 9.7% for the three months ended June 30, 2012, can be attributed to increasing prices of the near-term futures contracts on the VIX futures curve during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(1,390,499	)		(933,216	)
Management fee		744,547			475,752
Brokerage commissions		664,479			429,454
Offering costs		—			42,876
Net realized gain (loss)		17,779,919			(59,479,028	)
Change in net unrealized appreciation/depreciation		21,973,942			(25,813,101	)
Net income (loss)		38,363,362			(86,225,345	)

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a rise in the fund’s benchmark during the three months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares Ultra VIX Short-Term Futures ETF.

215

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
NAV beginning of period	$	69,149,807		$	29,692,478
NAV end of period	$	117,395,722		$	13,585,406
Percentage change in NAV		69.8	%		(54.2	)%
Shares outstanding beginning of period		750,020			600,020
Shares outstanding end of period		1,500,020			300,020
Percentage change in shares outstanding		100.0	%		(50.0	%)
Shares created		2,450,000			2,200,000
Shares redeemed		1,700,000			2,500,000
Per share NAV beginning of period	$	92.20		$	49.49
Per share NAV end of period	$	78.26		$	45.28
Percentage change in per share NAV		(15.1	)%		(8.5	)%
Percentage change in benchmark		3.4	%		(9.7	)%
Benchmark annualized volatility		71.2	%		87.1	%

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 750,020 outstanding Shares at March 31, 2013 to 1,500,020 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,020 outstanding Shares at March 31, 2012 to 300,020 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 15.1% for the three months ended June 30, 2013, as compared to the decrease of 8.5% for the three months ended June 30, 2012, was primarily due to greater depreciation in the value of the assets of the fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 12, 2013 at $100.90 per Share and reached its low for the period on June 24, 2013 at $71.01 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 2, 2012 at $49.34 per Share and reached its low for the period on June 1, 2012 at $32.63 per Share.

The benchmark’s rise of 3.4% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 9.7% for the three months ended June 30, 2012, can be attributed to rising prices of the near-term futures contracts on the VIX Futures curve during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net investment income (loss)		(296,200	)		(95,652	)
Management fee		185,400			17,034
Brokerage commissions		118,168			39,043
Offering costs		—			42,876

216


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
Net realized gain (loss)		(4,126,987	)		(2,780,595	)
Change in net unrealized appreciation/depreciation		(3,024,645	)		(229,455	)
Net income (loss)		(7,447,832	)		(3,105,702	)

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a rise in the Fund’s benchmark during the three months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares Short VIX Short-Term Futures ETF.

Results of Operations for the Six Months Ended June 30, 2013 Compared to the Six Months Ended June 30, 2012

ProShares UltraShort DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	3,245,965		$	9,107,146
NAV end of period	$	3,953,221		$	3,543,535
Percentage change in NAV		21.8	%		(61.1	)%
Shares outstanding beginning of period		59,997			159,997
Shares outstanding end of period		59,997			59,997
Percentage change in shares outstanding		0.0	%		(62.5	)%
Shares created		—			—
Shares redeemed		—			100,000
Per share NAV beginning of period	$	54.10		$	56.92
Per share NAV end of period	$	65.89		$	59.06
Percentage change in per share NAV		21.8	%		3.8	%
Percentage change in benchmark		(10.5	)%		(3.7	)%
Benchmark annualized volatility		11.0	%		14.3	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index during the six months ended June 30, 2013. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to June 30, 2013. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 159,997 outstanding Shares at December 31, 2011 to 59,997 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 21.8% for the six months ended June 30, 2013, as compared to the increase of 3.8% for the six months ended June 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $65.89 per Share and reached its low for the period on January 30, 2013 at $51.04 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on June 1, 2012 at $68.06 per Share and reached its low for the period on February 24, 2012 at $50.01 per Share.

217

The benchmark’s decline of 10.5% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.7% for the six months ended June 30, 2012 , can be attributed to a greater depreciation of the underlying components of the index during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(14,800	)	$	(34,337	)
Management fee		16,035			35,996
Net realized gain (loss)		458,669			1,514,989
Change in net unrealized appreciation/depreciation		263,387			(890,619	)
Net income (loss)	$	707,256		$	590,033

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the Fund’s benchmark index from the six months ended June 30, 2012 to the six months ended June 30, 2013.

ProShares UltraShort DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	89,481,266		$	144,389,893
NAV end of period	$	251,466,116		$	82,211,941
Percentage change in NAV		181.0	%		(43.1	)%
Shares outstanding beginning of period		2,219,944			3,719,944
Shares outstanding end of period		6,919,944			1,669,944
Percentage change in shares outstanding		211.7	%		(55.1	)%
Shares created		9,450,000			3,600,000
Shares redeemed		4,750,000			5,650,000
Per share NAV beginning of period	$	40.31		$	38.82
Per share NAV end of period	$	36.34		$	49.23
Percentage change in per share NAV		(9.8	)%		26.8	%
Percentage change in benchmark		2.5	%		(16.0	)%
Benchmark annualized volatility		18.5	%		26.3	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 2,219,944 outstanding Shares at December 31, 2012 to 6,919,944 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 3,719,944 outstanding Shares at December 31, 2011 to 1,669,944 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM.

218

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 9.8% for the six months ended June 30, 2013, as compared to the increase of 26.8% for the six months ended June 30, 2012, was primarily due to depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 17, 2013 at $45.45 per Share and reached its low for the period on June 18, 2013 at $34.89 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on June 28, 2012 at $60.49 per Share and reached its low for the period on February 24, 2012 at $31.27 per Share

The benchmark’s rise of 2.5% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 16.0% for the six months ended June 30, 2012, can be attributed to an increase in the price of WTI Crude Oil during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(759,578	)	$	(604,631	)
Management fee		782,559			619,066
Brokerage commission		25,529			16,342
Net realized gain (loss)		(5,091,205	)		50,502,139
Change in net unrealized appreciation/depreciation		8,375,242			(5,585,868	)
Net income (loss)	$	2,524,459		$	44,311,640

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to an increase in the price of WTI Crude Oil in conjunction with a significant increase in shares outstanding during the six months ended June 30, 2013.

ProShares UltraShort DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	12,768,340		$	7,142,310
NAV end of period	$	19,924,537		$	13,643,687
Percentage change in NAV		56.0	%		91.0	%
Shares outstanding beginning of period		125,008			75,008
Shares outstanding end of period		224,952			112,508
Percentage change in shares outstanding		80.0	%		50.0	%
Shares created		337,500			175,000
Shares redeemed		237,556			137,500
Per share NAV beginning of period	$	102.14		$	95.22
Per share NAV end of period	$	88.57		$	121.27
Percentage change in per share NAV		(13.3	)%		27.4	%
Percentage change in benchmark		(1.0	)%		(28.2	)%
Benchmark annualized volatility		32.9	%		51.9	%

219

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 125,008 outstanding Shares at December 31, 2012 to 224,952 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 75,008 outstanding Shares at December 31, 2011 to 112,508 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 13.3% for the six months ended June 30, 2013, as compared to the increase of 27.4% for the six months ended June 30, 2012, was primarily due to a depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 9, 2013 at $116.81 per Share and reached its low for the period on April 19, 2013 at $59.27 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 29, 2012 at $245.67 per Share and reached its low for the period on January 4, 2012 at $88.24 per Share.

The benchmark’s decline of 1.0% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 28.2% for the six months ended June 30, 2012, can be attributed to a lesser decrease in the price of Henry Hub Natural Gas during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(118,156	)	$	(109,068	)
Management fee		97,194			24,973
Brokerage commission		26,912			41,476
Offering costs		—			45,648
Net realized gain (loss)		(2,607,139	)		6,303,016
Change in net unrealized appreciation/depreciation		1,919,348			(5,201,066	)
Net income (loss)	$	(805,947	)	$	992,882

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decrease in the price of Henry Hub Natural Gas in conjunction with capital shares transactions during the six months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split and the reverse Share split for the ProShares UltraShort DJ-UBS Natural Gas Fund.

220

ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	92,416,742		$	198,298,571
NAV end of period	$	170,802,997		$	129,376,591
Percentage change in NAV		84.8	%		(34.8	)%
Shares outstanding beginning of period		1,446,978			2,397,475
Shares outstanding end of period		1,496,978			1,822,475
Percentage change in shares outstanding		3.5	%		(24.0	)%
Shares created		1,200,000			—
Shares redeemed		1,150,000			575,000
Per share NAV beginning of period	$	63.87		$	82.71
Per share NAV end of period	$	114.10		$	70.99
Percentage change in per share NAV		78.6	%		(14.2	)%
Percentage change in benchmark		(28.1	)%		4.4	%
Benchmark annualized volatility		22.9	%		20.2	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 1,446,978 outstanding Shares at December 31, 2012 to 1,496,978 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,397,475 outstanding Shares at December 31, 2011 to 1,822,475 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 78.6% for the six months ended June 30, 2013, as compared to the decrease of 14.2% for the six months ended June 30, 2012, was primarily due to appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $114.10 per Share and reached its low for the period on January 2, 2013 at $61.07 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on May 30, 2012 at $77.48 per Share and reached its low for the period on February 28, 2012 at $59.66 per Share.

The benchmark’s decline of 28.1% for the six months ended June 30, 2013, as compared to the benchmark’s rise of 4.4% for the six months ended June 30, 2012, can be attributed to a decrease in the price of spot gold in U.S. Dollar terms during the six months ended June 30, 2013.

221

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(559,970	)	$	(645,671	)
Management fee		595,254			676,801
Brokerage commission		24			25
Net realized gain (loss)		33,742,722			1,713,095
Change in net unrealized appreciation/depreciation		48,079,807			(28,676,849	)
Net income (loss)	$	81,262,559		$	(27,609,425	)

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a decrease in the price of spot gold in U.S. Dollar terms during the six months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Gold Fund.

ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	100,656,703		$	246,813,921
NAV end of period	$	83,886,747		$	161,421,101
Percentage change in NAV		(16.7	)%		(34.6	)%
Shares outstanding beginning of period		1,958,489			3,218,874
Shares outstanding end of period		758,489			2,308,489
Percentage change in shares outstanding		(61.3	)%		(28.3	)%
Shares created		1,500,000			4,160,000
Shares redeemed		2,700,000			5,070,385
Per share NAV beginning of period	$	51.40		$	76.68
Per share NAV end of period	$	110.60		$	69.93
Percentage change in per share NAV		115.2	%		(8.8	)%
Percentage change in benchmark		(37.0	)%		(3.9	)%
Benchmark annualized volatility		34.4	%		33.1	%

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 1,958,489 outstanding Shares at December 31, 2012 to 758,489 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,218,874 outstanding Shares at December 31, 2011 to 2,308,489 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

222

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 115.2% for the six months ended June 30, 2013, as compared to the decrease of 8.8% for the six months ended June 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 27, 2013 at $113.67 per Share and reached its low for the period on January 23, 2013 at $43.72 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $73.38 per Share and reached its low for the period on February 29, 2012 at $41.17 per Share.

The benchmark’s decline of 37.0% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.9% for the six months ended June 30, 2012, can be attributed to a greater decrease in the price of spot silver in U.S. Dollar terms during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(501,593	)	$	(859,192	)
Management fee		540,615			903,594
Brokerage commission		24			25
Net realized gain (loss)		80,822,936			3,378,419
Change in net unrealized appreciation/depreciation		21,813,652			(21,048,743	)
Net income (loss)	$	102,134,995		$	(18,529,516	)

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the price of spot silver in U.S. Dollar terms during the six months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares UltraShort Silver Fund.

ProShares Short Euro

Since the Fund commenced investment operations on June 26, 2012, the Fund’s results of operations for the period ended June 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and the period ended June 30, 2012:


	Six Months Ended June 30, 2013			Period Ended June 30, 2012
NAV beginning of period	$	3,763,040		$	200
NAV end of period	$	3,792,834		$	3,947,410
Percentage change in NAV		(0.8	)%		1,973,605.0	%
Shares outstanding beginning of period		100,005			5
Shares outstanding end of period		100,005			100,005
Percentage change in shares outstanding		0.0	%		2,000,000.0	%
Shares created		—			100,000

223


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Shares redeemed		—			—
Per share NAV beginning of period	$	37.63		$	40.00
Per share NAV end of period	$	37.93		$	39.47
Percentage change in per share NAV		0.8	%		(1.3	)%
Percentage change in benchmark		(1.4	)%		1.3	%
Benchmark annualized volatility		8.1	%		8.9	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to June 30, 2013. By comparison, during the period ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 26, 2012 to 100,005 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the six months ended June 30, 2013 and the period ended June 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 0.8% for the six months ended June 30, 2013, as compared to the decrease of 1.3% for the period ended June 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $38.76 per Share and reached its low for the period on February 1, 2013 at $36.34 per Share. By comparison, during the period ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on June 28, 2012 at $40.15 per Share and reached its low for the period on June 30, 2012 at $39.47 per Share.

The benchmark’s decline of 1.4% for the six months ended June 30, 2013, as compared to the benchmark’s rise of 1.3% for the period ended June 30, 2012, can be attributed to a decrease in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013:


	Six Months Ended June 30, 2013			Period Ended June 30, 2012

Net investment income (loss)	$	(16,977	)	$	(477	)
Management fee		493			—
Brokerage commission		230			63
Offering costs		45,511			562
Limitation by Sponsor		(28,232	)		(148	)
Net realized gain (loss)		(75,791	)		(2,000	)
Change in net unrealized appreciation/depreciation		122,562			(50,313	)
Net income (loss)	$	29,794		$	(52,790	)

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the period ended June 30, 2012, primarily due to a decrease in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

224

ProShares UltraShort Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the six months ended June 30, 2012 is not available.

The following table provides summary performance information for the Fund for the six months ended June 30, 2013:


	Six Months Ended June 30, 2013
NAV beginning of period	$	3,780,999
NAV end of period	$	23,205,856
Percentage change in NAV		513.7	%
Shares outstanding beginning of period		100,005
Shares outstanding end of period		500,005
Percentage change in shares outstanding		400.0	%
Shares created		400,000
Shares redeemed		—
Per share NAV beginning of period	$	37.81
Per share NAV end of period	$	46.41
Percentage change in per share NAV		22.8	%
Percentage change in benchmark		(12.1	)%
Benchmark annualized volatility		9.8	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 100,005 outstanding Shares at December 31, 2012 to 500,005 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

For the period ended June 30, 2013, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 28, 2013 at $46.58 per Share and reached its low for the period on April 11, 2013 at $35.89 per Share.

The benchmark’s decline of 12.1% for the six months ended June 30, 2013, can be attributed to a decline in the value of the Australian Dollar versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013:


	Six Months Ended June 30, 2013

Net investment income (loss)	$	(39,038	)
Brokerage commission		3,779
Offering costs		44,944
Limitation by Sponsor		(8,076	)
Net realized gain (loss)		1,905,258
Change in net unrealized appreciation/depreciation		1,312,825
Net income (loss)	$	3,179,045

225

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	526,778,026		$	1,100,159,546
NAV end of period	$	509,228,804		$	896,915,348
Percentage change in NAV		(3.3	)%		(18.5	)%
Shares outstanding beginning of period		27,700,014			54,100,014
Shares outstanding end of period		26,400,014			42,900,014
Percentage change in shares outstanding		(4.7	)%		(20.7	)%
Shares created		4,850,000			10,350,000
Shares redeemed		6,150,000			21,550,000
Per share NAV beginning of period	$	19.02		$	20.34
Per share NAV end of period	$	19.29		$	20.91
Percentage change in per share NAV		1.4	%		2.8	%
Percentage change in benchmark		(1.4	)%		(2.2	)%
Benchmark annualized volatility		8.1	%		8.9	%

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 27,700,014 outstanding Shares at December 31, 2012 to 26,400,014 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 54,100,014 outstanding Shares at December 31, 2011 to 42,900,014 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 1.4% for the six months ended June 30, 2013, as compared to the per Share NAV increase of 2.8% for the six months ended June 30, 2012 was primarily due to a lesser appreciation in the value of the assets held by the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $20.16 per Share and reached its low for the period on February 1, 2013 at $17.72 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on May 31, 2012 at $21.98 per Share and reached its low for the period on February 24, 2012 at $18.67 per Share.

The benchmark’s decline of 1.4% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 2.2% for the six months ended June 30, 2012, can be attributed to a lesser decline in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(2,244,231	)	$	(4,094,137	)
Management fee		2,384,334			4,293,156

226


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net realized gain (loss)		(11,092,311	)		120,953,665
Change in net unrealized appreciation/depreciation		17,870,701			(89,972,911	)
Net income (loss)	$	4,534,159		$	26,886,617

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decline in the value of the Euro versus the U.S. Dollar for the six months ended June 30, 2013.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	408,563,630		$	221,131,994
NAV end of period	$	525,633,184		$	230,703,599
Percentage change in NAV		28.7	%		4.3	%
Shares outstanding beginning of period		8,049,294			5,399,294
Shares outstanding end of period		8,199,294			5,299,294
Percentage change in shares outstanding		1.9	%		(1.9	)%
Shares created		4,200,000			2,300,000
Shares redeemed		4,050,000			2,400,000
Per share NAV beginning of period	$	50.76		$	40.96
Per share NAV end of period	$	64.11		$	43.53
Percentage change in per share NAV		26.3	%		6.3	%
Percentage change in benchmark		(12.6	)%		(3.7	)%
Benchmark annualized volatility		14.3	%		8.5	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 8,049,294 outstanding Shares at December 31, 2012 to 8,199,294 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. The increase in the Fund’s NAV was offset by a decrease from 5,399,294 outstanding Shares at December 31, 2011 to 5,299,294 outstanding Shares at June 30, 2012.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 26.3% for the six months ended June 30, 2013, as compared to the increase of 6.3% for the six months ended June 30, 2012 was primarily due to a greater appreciation in the value of the assets held by the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on May 17, 2013 at $70.23 per Share and reached its low for the period on January 8, 2013 at $51.09 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on March 14, 2012 at $48.20 per Share and reached its low for the period on February 2, 2012 at $40.08 per Share.

227

The benchmark’s decline of 12.6% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.7% for the six months ended June 30, 2012, can be attributed to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(2,113,971	)	$	(1,099,015	)
Management fee		2,244,561			1,162,217
Net realized gain (loss)		145,029,520			10,453,500
Change in net unrealized appreciation/depreciation		(42,252,133	)		8,445,930
Net income (loss)	$	100,663,416		$	17,800,415

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the six months ended June 30, 2013.

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	6,097,211		$	9,058,529
NAV end of period	$	3,852,327		$	8,231,731
Percentage change in NAV		(36.8	)%		(9.1	)%
Shares outstanding beginning of period		250,014			350,014
Shares outstanding end of period		200,014			350,014
Percentage change in shares outstanding		(20.0	)%		0.0	%
Shares created		—			—
Shares redeemed		50,000			—
Per share NAV beginning of period	$	24.39		$	25.88
Per share NAV end of period	$	19.26		$	23.52
Percentage change in per share NAV		(21.0	)%		(9.1	)%
Percentage change in benchmark		(10.5	)%		(3.7	)%
Benchmark annualized volatility		11.0	%		14.3	%

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 250,014 outstanding shares at December 31, 2012 to 200,014 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2011 to June 30, 2012.

228

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 21.0% for the six months ended June 30, 2013, as compared to the decrease of 9.1% for the six months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 30, 2013 at $25.72 per Share and reached its low for the period on June 30, 2013 at $19.26 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 24, 2012 at $29.02 per Share and reached its low for the period on June 1, 2012 at $20.71 per Share.

The benchmark’s decline of 10.5% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.7% for the six months ended June 30, 2012, can be attributed to a greater depreciation of the underlying components of the index during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(21,202	)	$	(40,017	)
Management fee		22,616			41,946
Net realized gain (loss)		(782,945	)		(2,180,586	)
Change in net unrealized appreciation/depreciation		(165,124	)		1,393,804
Net income (loss)	$	(969,271	)	$	(826,799	)

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the Fund’s benchmark index from the six months ended June 30, 2012 to the six months ended June 30, 2013.

ProShares Ultra DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	483,508,964		$	251,395,322
NAV end of period	$	218,645,114		$	489,111,964
Percentage change in NAV		(54.8	)%		94.6	%
Shares outstanding beginning of period		16,449,170			6,149,170
Shares outstanding end of period		7,249,170			17,649,170
Percentage change in shares outstanding		(55.9	)%		187.0	%
Shares created		6,700,000			15,900,000
Shares redeemed		15,900,000			4,400,000
Per share NAV beginning of period	$	29.39		$	40.88
Per share NAV end of period	$	30.16		$	27.71
Percentage change in per share NAV		2.6	%		(32.2	)%
Percentage change in benchmark		2.5	%		(16.0	)%
Benchmark annualized volatility		18.5	%		26.3	%

229

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 16,449,170 outstanding Shares at December 31, 2012 to 7,249,170 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 6,149,170 outstanding Shares at December 31, 2011 to 17,649,170 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 2.6% for the six months ended June 30, 2013, as compared to the decrease of 32.2% for the six months ended June 30, 2012, was primarily due to appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 30, 2013 at $33.05 per Share and reached its low for the period on April 17, 2013 at $25.06 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on February 24, 2012 at $49.25 per Share and reached its low for the period on June 28, 2012 at $23.36 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(1,447,370	)	$	(1,323,795	)
Management fee		1,510,962			1,353,126
Brokerage commission		38,311			33,921
Net realized gain (loss)		87,306,844			(96,612,908	)
Change in net unrealized appreciation/depreciation		(50,811,241	)		25,492,054
Net income (loss)	$	35,048,233		$	(72,444,649	)

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to an increase in the price of WTI Crude Oil during the six months ended June 30, 2013.

ProShares Ultra DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	73,019,370		$	4,079,349
NAV end of period	$	42,142,901		$	62,595,441
Percentage change in NAV		(42.3	)%		1,434.4	%
Shares outstanding beginning of period		1,869,941			40,002
Shares outstanding end of period		1,169,941			1,369,941

230


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Percentage change in shares outstanding		(37.4	)%		3,324.7	%
Shares created		1,650,000			1,380,000
Shares redeemed		2,350,000			50,061
Per share NAV beginning of period	$	39.05		$	101.98
Per share NAV end of period	$	36.02		$	45.69
Percentage change in per share NAV		(7.8	)%		(55.2	)%
Percentage change in benchmark		(1.0	)%		(28.2	)%
Benchmark annualized volatility		32.9	%		51.9	%

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 1,869,941 outstanding Shares at December 31, 2012 to 1,169,941 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. By comparison, six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 40,002 outstanding Shares at December 31, 2011 to 1,369,941 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 7.8% for the six months ended June 30, 2013, as compared to the decrease of 55.2% for the six months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 19, 2013 at $59.32 per Share and reached its low for the period on January 9, 2013 at $33.68 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on January 4, 2012 at $109.49 per Share and reached its low for the period on April 19, 2012 at $29.42 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(309,561	)	$	(218,971	)
Management fee		269,790			123,202
Brokerage commission		56,397			59,119
Offering costs		—			45,648
Net realized gain (loss)		14,905,718			(26,661,521	)
Change in net unrealized appreciation/depreciation		(2,131,003	)		19,418,664
Net income (loss)	$	12,465,154		$	(7,461,828	)

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decrease in the price of Henry Hub Natural Gas in conjunction with capital shares transactions during the six months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra DJ-UBS Natural Gas Fund.

231

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	335,054,752		$	326,399,360
NAV end of period	$	139,614,500		$	331,012,682
Percentage change in NAV		(58.3	)%		1.4	%
Shares outstanding beginning of period		4,000,014			4,300,014
Shares outstanding end of period		3,350,014			4,150,014
Percentage change in shares outstanding		(16.2	)%		(3.5	)%
Shares created		200,000			400,000
Shares redeemed		850,000			550,000
Per share NAV beginning of period	$	83.76		$	75.91
Per share NAV end of period	$	41.68		$	79.76
Percentage change in per share NAV		(50.2	)%		5.1	%
Percentage change in benchmark		(28.1	)%		4.4	%
Benchmark annualized volatility		22.9	%		20.2	%

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 4,000,014 outstanding Shares at December 31, 2012 to 3,350,014 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 4,300,014 outstanding Shares at December 31, 2011 to 4,150,014 outstanding Shares at June 30, 2012.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 50.2% for the six months ended June 30, 2013, as compared to the increase of 5.1% for the six months ended June 30, 2012, was primarily due to the depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 2, 2013 at $87.40 per Share and reached its low for the period on June 30, 2013 at $41.68 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 28, 2012 at $101.40 per Share and reached its low for the period on May 30, 2012 at $74.51 per Share.

232

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(1,181,761	)	$	(1,632,300	)
Management fee		1,282,605			1,721,175
Brokerage commission		24			25
Net realized gain (loss)		(118,415,357	)		(50,260,706	)
Change in net unrealized appreciation/depreciation		(38,098,348	)		64,249,893
Net income (loss)	$	(157,695,466	)	$	12,356,887

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a decrease in the price of spot gold in U.S. Dollar terms during the six months ended June 30, 2013.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	747,725,400		$	606,824,420
NAV end of period	$	425,855,952		$	661,009,190
Percentage change in NAV		(43.0	)%		8.9	%
Shares outstanding beginning of period		17,400,028			14,050,028
Shares outstanding end of period		27,050,028			17,850,028
Percentage change in shares outstanding		55.5	%		27.0	%
Shares created		10,550,000			5,800,000
Shares redeemed		900,000			2,000,000
Per share NAV beginning of period	$	42.97		$	43.19
Per share NAV end of period	$	15.74		$	37.03
Percentage change in per share NAV		(63.4	)%		(14.3	)%
Percentage change in benchmark		(37.0	)%		(3.9	)%
Benchmark annualized volatility		34.4	%		33.1	%

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 17,400,028 outstanding Shares at December 31, 2012 to 27,050,028 outstanding shares at June 30, 2013. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 14,050,028 outstanding Shares at December 31, 2011 to 17,850,028 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 63.4% for the six months ended June 30, 2013, as compared to the decrease of 14.3% for the six months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 23, 2013 at $49.39 per Share and reached its low for the period on June 27, 2013 at $15.33 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 29, 2012 at $73.52 per Share and reached its low for the period on June 25, 2012 at $36.12 per Share.

233

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012

Net investment income (loss)	$	(2,831,041	)	$	(3,444,114	)
Management fee		3,092,914			3,621,349
Brokerage commission		20			29
Net realized gain (loss)		(538,276,160	)		(211,284,072	)
Change in net unrealized appreciation/depreciation		(30,848,113	)		64,073,147
Net income (loss)	$	(571,955,314	)	$	(150,655,039	)

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the price of spot silver in U.S. Dollar terms during the six months ended June 30, 2013.

ProShares Ultra Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the six months ended June 30, 2012 is not available.

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013:


	Six Months Ended June 30, 2013
NAV beginning of period	$	4,150,068
NAV end of period	$	3,283,396
Percentage change in NAV		(20.9	)%
Shares outstanding beginning of period		100,005
Shares outstanding end of period		100,005
Percentage change in shares outstanding		0.0	%
Shares created		—
Shares redeemed		—
Per share NAV beginning of period	$	41.50
Per share NAV end of period	$	32.83
Percentage change in per share NAV		(20.9	)%
Percentage change in benchmark		(12.1	)%
Benchmark annualized volatility		9.8	%

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. There was no net change in outstanding Shares from December 31, 2012 to June 30, 2013.

For the six months ended June 30, 2013, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

234

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 11, 2013 at $43.27 per Share and reached its low for the period on June 28, 2013 at $32.72 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013:


	Six Months Ended June 30, 2013
Net investment income (loss)	$	(18,587	)
Brokerage commission		777
Offering costs		44,944
Limitation by Sponsor		(26,064	)
Net realized gain (loss)		(739,890	)
Change in net unrealized appreciation/depreciation		(108,195	)
Net income (loss)	$	(866,672	)

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	4,870,316		$	9,554,748
NAV end of period	$	3,521,494		$	5,659,156
Percentage change in NAV		(27.7	)%		(40.8	)%
Shares outstanding beginning of period		200,014			400,014
Shares outstanding end of period		150,014			250,014
Percentage change in shares outstanding		(25.0	)%		(37.5	)%
Shares created		—			50,000
Shares redeemed		50,000			200,000
Per share NAV beginning of period	$	24.35		$	23.89
Per share NAV end of period	$	23.47		$	22.64
Percentage change in per share NAV		(3.6	)%		(5.2	)%
Percentage change in benchmark		(1.4	)%		(2.2	)%
Benchmark annualized volatility		8.1	%		8.9	%

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 200,014 outstanding Shares at December 31, 2012 to 150,014 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 400,014 outstanding Shares at December 31, 2011 to 250,014 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.6% for the six months ended June 30, 2013, as compared to the decrease of 5.2% for the six months ended June 30, 2012 was primarily due to a lesser decrease in the value of the assets held by the Fund during the six months ended June 30, 2013.

235

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on February 1, 2013 at $26.03 per Share and reached its low for the period on March 27, 2013 at $22.71 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 24, 2012 at $25.78 per Share and reached its low for the period on May 31, 2012 at $21.64 per Share.

The benchmark’s decline of 1.4% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 2.2% for the six months ended June 30, 2012, can be attributed to a lesser decrease in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Net investment income (loss)	$	(18,867	)	$	(37,243	)
Management fee		19,964			38,818
Net realized gain (loss)		(28,362	)		(866,755	)
Change in net unrealized appreciation/depreciation		(124,286	)		640,606
Net income (loss)	$	(171,515	)	$	(263,392	)

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decrease in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	4,227,995		$	5,471,075
NAV end of period	$	3,183,279		$	5,024,268
Percentage change in NAV		(24.7	)%		(8.2	)%
Shares outstanding beginning of period		150,014			150,014
Shares outstanding end of period		150,014			150,014
Percentage change in shares outstanding		0.0	%		0.0	%
Shares created		50,000			—
Shares redeemed		50,000			—
Per share NAV beginning of period	$	28.18		$	36.47
Per share NAV end of period	$	21.22		$	33.49
Percentage change in per share NAV		(24.7	)%		(8.2	)%
Percentage change in benchmark		(12.6	)%		(3.7	)%
Benchmark annualized volatility		14.3	%		8.5	%

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to June 30, 2013. By comparison, six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2011 to June 30, 2012.

236

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 24.7% for the six months ended June 30, 2013, as compared to the decrease of 8.2% for the six months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets held by the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 8, 2013 at $27.97 per Share and reached its low for the period on May 17, 2013 at $19.65 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 2, 2012 at $37.15 per Share and reached its low for the period on March 14, 2012 at $30.68 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Net investment income (loss)	$	(17,287	)	$	(22,775	)
Management fee		18,530			24,019
Net realized gain (loss)		(1,674,519	)		(221,168	)
Change in net unrealized appreciation/depreciation		504,268			(202,864	)
Net income (loss)	$	(1,187,538	)	$	(446,807	)

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the six months ended June 30, 2013.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	137,657,464		$	30,549,903
NAV end of period	$	174,808,019		$	137,638,067
Percentage change in NAV		27.0	%		350.5	%
Shares outstanding beginning of period		1,640,001			80,001
Shares outstanding end of period		3,124,812			860,001
Percentage change in shares outstanding		90.5	%		975.0	%
Shares created		5,270,000			1,900,000
Shares redeemed		3,785,189			1,120,000
Per share NAV beginning of period	$	83.94		$	381.87
Per share NAV end of period	$	55.94		$	160.04
Percentage change in per share NAV		(33.4	)%		(58.1	)%
Percentage change in benchmark		(33.6	)%		(57.9	)%
Benchmark annualized volatility		68.3	%		76.9	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 1,640,001 outstanding Shares at December 31, 2012 to 3,124,812 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the

237

cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 80,001 outstanding Shares at December 31, 2011 to 860,001 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 33.4% for the six months ended June 30, 2013, as compared to the decrease of 58.1% for the six months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $76.11 per Share and reached its low for the period on May 7, 2013 at $49.08 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on January 3, 2012 at $358.13 per Share and reached its low for the period on June 29, 2012 at $160.05 per Share.

The benchmark’s decline of 33.6% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 57.9% for the six months ended June 30, 2012, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Net investment income (loss)	$	(762,571	)	$	(448,030	)
Management fee		806,110			473,017
Offering costs		—			1,090
Net realized gain (loss)		(44,249,575	)		(52,093,077	)
Change in net unrealized appreciation/depreciation		1,448,578			(16,309,275	)
Net income (loss)	$	(43,563,568	)	$	(68,850,382	)

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to the lesser decline in the Fund’s benchmark during the six months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares VIX Short-Term Futures ETF.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	37,302,992		$	90,821,428
NAV end of period	$	72,133,381		$	85,305,861
Percentage change in NAV		93.4	%		(6.1	)%
Shares outstanding beginning of period		1,075,005			1,225,005
Shares outstanding end of period		2,550,005			1,550,005
Percentage change in shares outstanding		137.2	%		26.5	%
Shares created		2,700,000			925,000

238


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Shares redeemed		1,225,000			600,000
Per share NAV beginning of period	$	34.70		$	74.14
Per share NAV end of period	$	28.29		$	55.04
Percentage change in per share NAV		(18.5	)%		(25.8	)%
Percentage change in benchmark		(18.2	)%		(25.6	)%
Benchmark annualized volatility		26.6	%		35.2	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 1,075,005 outstanding Shares at December 31, 2012 to 2,550,005 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 1,225,005 outstanding Shares at December 31, 2011 to 1,550,005 outstanding Shares at June 30, 2012.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.5% for the six months ended June 30, 2013, as compared to the decrease of 25.8% for the six months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $32.37 per Share and reached its low for the period on May 7, 2013 at $24.07 per Share. By comparison, six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on January 3, 2012 at $71.93 per Share and reached its low for the period on May 2, 2012 at $54.44 per Share.

The benchmark’s decline of 18.2% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 25.6% for the six months ended June 30, 2012, can be attributed to a lesser decline in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Net investment income (loss)	$	(224,269	)	$	(413,863	)
Management fee		238,020			431,431
Offering costs		—			682
Net realized gain (loss)		(12,745,775	)		(25,745,480	)
Change in net unrealized appreciation/depreciation		7,047,772			(16,257	)
Net income (loss)	$	(5,922,272	)	$	(26,175,600	)

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decline in the Fund’s benchmark during the six months ended June 30, 2013.

239

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	84,716,132		$	9,881,113
NAV end of period	$	215,235,917		$	299,133,075
Percentage change in NAV		154.1	%		2,927.3	%
Shares outstanding beginning of period		420,808			1,333
Shares outstanding end of period		2,989,557			310,915
Percentage change in shares outstanding		610.4	%		23,224.5	%
Shares created		13,350,000			544,750
Shares redeemed		10,781,251			235,168
Per share NAV beginning of period	$	201.32		$	7,412.69
Per share NAV end of period	$	72.00		$	962.11
Percentage change in per share NAV		(64.2	)%		(87.0	)%
Percentage change in benchmark		(33.6	)%		(57.9	)%
Benchmark annualized volatility		68.3	%		76.9	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 420,808 outstanding Shares at December 31, 2012 to 2,989,557 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 1,333 outstanding Shares at December 31, 2011 to 310,915 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 64.2% for the six months ended June 30, 2013, as compared to the decrease of 87.0% for the six months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $163.06 per Share and reached its low for the period on May 7, 2013 at $57.65 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on January 3, 2012 at $6,490.23 per Share and reached its low for the period on June 30, 2012 at $962.11 per Share.

The benchmark’s decline of 33.6% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 57.9% for the six months ended June 30, 2012, can be attributed to a lesser decrease in the prices of the near-term futures contracts on the VIX futures curve during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Net investment income (loss)	$	(2,463,204	)	$	(1,274,828	)
Management fee		1,277,454			630,453
Brokerage commission		1,221,816			612,128
Offering costs		—			50,028

240


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Net realized gain (loss)		(104,906,019	)		(178,724,736	)
Change in net unrealized appreciation/depreciation		882,973			(59,423,482	)
Net income (loss)	$	(106,486,250	)	$	(239,423,046	)

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decline in the fund’s benchmark during the six months ended June 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
NAV beginning of period	$	82,663,633		$	7,760,424
NAV end of period	$	117,395,722		$	13,585,406
Percentage change in NAV		42.0	%		75.1	%
Shares outstanding beginning of period		1,250,020			300,020
Shares outstanding end of period		1,500,020			300,020
Percentage change in shares outstanding		20.0	%		0.0	%
Shares created		3,850,000			4,700,000
Shares redeemed		3,600,000			4,700,000
Per share NAV beginning of period	$	66.13		$	25.87
Per share NAV end of period	$	78.26		$	45.28
Percentage change in per share NAV		18.3	%		75.1	%
Percentage change in benchmark		(33.6	)%		(57.9	)%
Benchmark annualized volatility		68.3	%		76.9	%

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 1,250,020 outstanding Shares at December 31, 2012 to 1,500,020 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. There was no net change in the Fund’s outstanding Shares from December 31, 2011 to June 30, 2012.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 18.3% for the six months ended June 30, 2013, as compared to the increase of 75.1% for the six months ended June 30, 2012, was primarily due to a lesser appreciation in the value of the assets of the fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 12, 2013 at $100.90 per Share and reached its low for the period on June 24, 2013 at $71.01 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on March 26, 2012 at $53.68 per Share and reached its low for the period on January 3, 2012 at $27.48 per Share.

The benchmark’s decline of 33.6% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 57.9% for the six months ended June 30, 2012, can be attributed to a lesser decrease in the prices of the near-term futures contracts on the VIX Futures curve during the six months ended June 30, 2013.

241

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Net investment income (loss)	$	(509,619	)	$	(149,683	)
Management fee		323,063			35,978
Brokerage commission		203,189			67,872
Offering costs		—			50,028
Net realized gain (loss)		21,077,200			4,077,098
Change in net unrealized appreciation/depreciation		749,584			586,346
Net income (loss)	$	21,317,165		$	4,513,761

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares Short VIX Short-Term Futures ETF.

242

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Since ProShares UltraShort Australian Dollar, ProShares Short Euro and ProShares Ultra Australian Dollar were not conducting operations as of June 30, 2012, comparisons of positions in certain Financial Instruments held by each of ProShares UltraShort Australian Dollar, ProShares Short Euro and ProShares Ultra Australian Dollar for the six months ended June 30, 2012 are not available.

Quantitative Disclosure

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk. As of June 30, 2013 and 2012, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares UltraShort DJ-UBS Commodity:

As of June 30, 2013 and 2012, the ProShares UltraShort DJ-UBS Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s short swap positions as of June 30, 2013 and 2012, which were sensitive to commodity price risk.


Swap Agreements as of June 30, 2013
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index	Deutsche Bank AG	Short	$	124.4651	$	(2,097,156	)
Dow Jones-UBS Commodity Index	Goldman Sachs International	Short	$	124.4651		(4,702,593	)
Dow Jones-UBS Commodity Index	UBS AG	Short	$	124.4651		(1,097,705	)


Swap Agreements as of June 30, 2012
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index	Goldman Sachs International	Short	$	135.4213	$	(6,247,978	)
Dow Jones-UBS Commodity Index	UBS AG	Short		135.4213		(839,312	)

The June 30, 2013 and 2012 short swap notional values are calculated by multiplying units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2013 (the “Form 10-K”), for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

243

ProShares UltraShort DJ-UBS Crude Oil:

As of June 30, 2013 and 2012, the ProShares UltraShort DJ-UBS Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS WTI Crude Oil Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short

September 2013

2,108

96.44

1,000

(203,295,520

)


Swap Agreements as of June 30, 2013
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS WTI Crude Oil Subindex	Deutsche Bank AG	Short	$	234.5052	$	(41,002,905	)
Dow Jones-UBS WTI Crude Oil Subindex	Goldman Sachs International	Short	$	234.5052		(131,067,619	)
Dow Jones-UBS WTI Crude Oil Subindex	Societe Generale S.A.	Short	$	234.5052		(44,714,076	)
Dow Jones-UBS WTI Crude Oil Subindex	UBS AG	Short	$	234.5052		(82,852,782	)

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short

September 2012

902

85.37

1,000

(77,003,740

)


Swap Agreements as of June 30, 2012
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS WTI Crude Oil Subindex	Goldman Sachs International	Short	$	218.0585	$	(35,717,240	)
Dow Jones-UBS WTI Crude Oil Subindex	Societe Generale S.A.	Short		218.0585		(37,072,664	)
Dow Jones-UBS WTI Crude Oil Subindex	UBS AG	Short		218.0585		(14,593,741	)

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 short swap notional values are calculated by multiplying the number of units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See

244

“Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort DJ-UBS Natural Gas:

As of June 30, 2013 and 2012, the ProShares UltraShort DJ-UBS Natural Gas Fund was exposed to inverse commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Short

September 2013

1,120

3.56

10,000

(39,860,800

)

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Short

September 2012

963

2.833

10,000

(27,281,790

)

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares UltraShort Gold:

As of June 30, 2013 and 2012, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Short

August 2013

1,223.70

100

(244,740

)


Forward Agreements as of June 30, 2013
Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Deutsche Bank AG	Short	$	1,192.02	$	(191,319,210	)
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short		1,192.02		(56,856,970	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,192.02		(48,157,608	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,192.02		(44,998,755	)

245

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Short

August 2012

1,604.20

100

(320,840

)


Forward Agreements as of June 30, 2012
Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short	$	1,598.60	$	(57,706,263	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,598.60		(103,909,000	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,598.60		(96,795,230	)

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Silver:

As of June 30, 2013 and 2012, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Short

September 2013

19.470

5,000

(194,700

)

246


Forward Agreements as of June 30, 2013
Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Deutsche Bank AG	Short	$	18.8631	$	(121,534,953	)
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short		18.8631		(7,875,344	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		18.8631		(32,595,437	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		18.8631		(5,621,204	)

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Short

September 2012

27.612

5,000

(276,120

)


Forward Agreements as of June 30, 2012
Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short	$	27.0826	$	(120,612,359	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		27.0826		(115,967,693	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		27.0826		(86,014,338	)

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with (decreases) increases in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Commodity:

As of June 30, 2013 and 2012, the ProShares Ultra DJ-UBS Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s swap positions as of June 30, 2013 and 2012, which were sensitive to commodity price risk.


Swap Agreements as of June 30, 2013
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index	Deutsche Bank AG	Long	$	124.4651	$	1,822,734
Dow Jones-UBS Commodity Index	Goldman Sachs International	Long	$	124.4651		3,776,452
Dow Jones-UBS Commodity Index	UBS AG	Long	$	124.4651		2,113,290

247

Swap Agreements as of June 30, 2012

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

Dow Jones-UBS Commodity Index

Goldman Sachs
International

Long

135.4213

11,453,852

Dow Jones-UBS Commodity Index

UBS AG

Long

135.4213

4,988,984

The June 30, 2013 and 2012 swap notional values are calculated by multiplying units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Crude Oil:

As of June 30, 2013 and 2012, the ProShares Ultra DJ-UBS Crude Oil Fund was exposed to commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS WTI Crude Oil Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

September 2013

1,553

96.44

1,000

149,771,320


Swap Agreements as of June 30, 2013
Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS WTI Crude Oil Subindex	Deutsche Bank AG	Long	$	234.5052	$	62,000,092
Dow Jones-UBS WTI Crude Oil Subindex	Goldman Sachs International	Long	$	234.5052		91,806,162
Dow Jones-UBS WTI Crude Oil Subindex	Societe Generale S.A.	Long	$	234.5052		36,864,746
Dow Jones-UBS WTI Crude Oil Subindex	UBS AG	Long	$	234.5052		96,863,044

248

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

September 2012

4,525

85.37

1,000

386,299,250

Swap Agreements as of June 30, 2012

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at Value

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs
International

Long

218.0585

189,823,923

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale
S.A.

Long

218.0585

187,236,795

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG

Long

218.0585

214,979,837

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 swap notional values are calculated by multiplying the number of units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Natural Gas:

As of June 30, 2013 and 2012, the ProShares Ultra DJ-UBS Natural Gas Fund was exposed to commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

September 2013

2,368

3.56

10,000

84,277,120

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

September 2012

4,419

2.833

10,000

125,190,270

249

spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Ultra Gold:

As of June 30, 2013 and 2012, the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

August 2013

1,223.70

100

244,740

Forward Agreements as of June 30, 2013

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG

Long

1,192.02

193,941,654

0.995 Fine Troy Ounce Gold

Goldman Sachs
International

Long

1,192.02

24,221,846

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,192.02

34,926,186

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,192.02

25,866,834

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

August 2012

1,604.20

100

320,840

Forward Agreements as of June 30, 2012

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Goldman Sachs
International

Long

1,598.60

171,401,892

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,598.60

169,451,600

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,598.60

320,839,020

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts

250

into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Silver:

As of June 30, 2013 and 2012, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

September 2013

19.470

5,000

194,700

Forward Agreements as of June 30, 2013

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG

Long

18.8631

514,698,547

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

18.8631

87,502,148

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

18.8631

159,298,880

0.999 Fine Troy Ounce Silver

UBS AG

Long

18.8631

90,071,303

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

September 2012

27.612

5,000

276,120

Forward Agreements as of June 30, 2012

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

27.0826

446,261,666

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

27.0826

528,246,113

0.999 Fine Troy Ounce Silver

UBS AG

Long

27.0826

347,226,015

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information

251

regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of June 30, 2013 and, as applicable, June 30, 2012, each of the Currency Fund’s positions were as follows:

ProShares Short Euro:

As of June 30, 2013 and 2012, the ProShares Short Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short

September 2013

1.3023

125,000

(3,744,113

)

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short

September 2012

1.2666

125,000

(3,958,125

)

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

252

ProShares UltraShort Australian Dollar:

As of June 30, 2013, the ProShares UltraShort Australian Dollar Fund was exposed to inverse exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2013, which were sensitive to exchange rate price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short

September 2013

512

91.07

1,000

(46,627,840

)

The June 30, 2013 short futures notional value is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional value will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Australian Dollar for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Australian Dollar and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares UltraShort Euro:

As of June 30, 2013 and 2012, the ProShares UltraShort Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of June 30, 2013
Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	07/12/13		44,814,400			1.3016	$	58,332,335
Euro	UBS AG	Long	07/12/13		34,423,300			1.3016		44,806,836
Euro	Goldman Sachs International	Short	07/12/13		(422,574,325	)		1.3016		(550,040,774	)
Euro	UBS AG	Short	07/12/13		(439,602,400	)		1.3016		(572,205,246	)


Foreign Currency Forward Contracts as of June 30, 2012
Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	07/13/12		63,067,500			1.2657	$	79,823,488
Euro	UBS AG	Long	07/13/12		223,693,100			1.2657		283,124,643
Euro	Goldman Sachs International	Short	07/13/12		(791,263,425	)		1.2657		(1,001,488,982	)
Euro	UBS AG	Short	07/13/12		(912,940,100	)		1.2657		(1,155,493,129	)

The June 30, 2013 and 2012 USD market values equal the number of Euros multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over

253

longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Yen:

As of June 30, 2013 and 2012, the ProShares UltraShort Yen Fund was exposed to inverse exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of June 30, 2013
Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	07/12/13		8,350,733,600			0.010082	$	84,194,393
Yen	UBS AG	Long	07/12/13		16,247,876,600			0.010082		163,815,560
Yen	Goldman Sachs International	Short	07/12/13		(62,614,065,100	)		0.010082		(631,292,223	)
Yen	UBS AG	Short	07/12/13		(66,314,387,400	)		0.010082		(668,599,890	)


Foreign Currency Forward Contracts as of June 30, 2012
Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	07/13/12		2,305,597,000			0.012513	$	28,849,490
Yen	UBS AG	Long	07/13/12		909,777,700			0.012513		11,383,873
Yen	Goldman Sachs International	Short	07/13/12		(14,551,033,100	)		0.012513		(182,074,269	)
Yen	UBS AG	Short	07/13/12		(25,555,231,200	)		0.012513		(319,767,676	)

The June 30, 2013 and 2012 USD market values equal the number of Yen multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

254

ProShares Ultra Australian Dollar:

As of June 30, 2013, the ProShares Ultra Australian Dollar Fund was exposed to exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2013, which were sensitive to exchange rate price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Long

September 2013

91.07

1,000

6,557,040

The June 30, 2013 futures notional value is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional value will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Australian Dollar for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Australian Dollar and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Ultra Euro:

As of June 30, 2013 and 2012, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of June 30, 2013
Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	07/12/13		1,560,125			1.3016	$	2,030,725
Euro	UBS AG	Long	07/12/13		4,001,900			1.3016		5,209,044
Euro	Goldman Sachs International	Short	07/12/13		(113,700	)		1.3106		(147,997	)
Euro	UBS AG	Short	07/12/13		(39,200	)		1.3106		(51,024	)


Foreign Currency Forward Contracts as of June 30, 2012
Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	07/13/12		3,111,925			1.2657	$	3,938,712
Euro	UBS AG	Long	07/13/12		6,099,200			1.2657		7,719,657
Euro	Goldman Sachs International	Short	07/13/12		(94,100	)		1.2657		(119,101	)
Euro	UBS AG	Short	07/13/12		(175,000	)		1.2657		(221,494	)

The June 30, 2013 and 2012 USD market value equals the number of Euros multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Euro for every $1.00 of net assets.

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While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Yen:

As of June 30, 2013 and 2012, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of June 30, 2013
Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	07/12/13		335,178,000			0.010082	$	3,379,357
Yen	UBS AG	Long	07/12/13		340,182,000			0.010082		3,429,808
Yen	Goldman Sachs International	Short	07/12/13		(30,988,700	)		0.010082		(312,437	)
Yen	UBS AG	Short	07/12/13		(13,025,800	)		0.010082		(131,330	)


Foreign Currency Forward Contracts as of June 30, 2012
Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	07/13/12		382,717,100			0.012513	$	4,788,865
Yen	UBS AG	Long	07/13/12		449,100,000			0.012513		5,619,502
Yen	Goldman Sachs International	Short	07/13/12		(4,462,700	)		0.012513		(55,841	)
Yen	UBS AG	Short	07/13/12		(24,415,100	)		0.012513		(305,501	)

The June 30, 2013 and 2012 USD market values equal the number of Yen multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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Equity Market Volatility Sensitivity

Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. The following tables provide information about each of the VIX Funds’ Financial Instruments, which are sensitive to changes in equity market volatility indexes. As of June 30, 2013 and 2012, each of the VIX Funds’ positions were as follows:

ProShares VIX Short-Term Futures ETF

As of June 30, 2013 and 2012, the ProShares VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2013 and 2012, which were sensitive to equity market volatility risk.


Futures Positions as of June 30, 2013
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	July 2013		5,513	$	18.05		1,000	$	99,509,650
VIX Futures (CBOE)	Long	August 2013		4,009		18.90		1,000		75,770,100


Futures Positions as of June 30, 2012
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	July 2012		3,904	$	19.55		1,000	$	76,323,200
VIX Futures (CBOE)	Long	August 2012		2,855		21.95		1,000		62,667,250

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares VIX Mid-Term Futures ETF

As of June 30, 2013 and 2012, the ProShares VIX Mid-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2013 and 2012, which were sensitive to equity market volatility risk.


Futures Positions as of June 30, 2013
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	October 2013		667	$	20.35		1,000	$	13,573,450
VIX Futures (CBOE)	Long	November 2013		1,152		20.70		1,000		23,846,400
VIX Futures (CBOE)	Long	December 2013		1,152		21.00		1,000		24,192,000
VIX Futures (CBOE)	Long	January 2014		485		21.70		1,000		10,524,500

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Futures Positions as of June 30, 2012
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	October 2012		639	$	24.60		1,000	$	15,719,400
VIX Futures (CBOE)	Long	November 2012		1,103		25.45		1,000		28,071,350
VIX Futures (CBOE)	Long	December 2012		1,103		26.00		1,000		28,678,000
VIX Futures (CBOE)	Long	January 2013		465		27.65		1,000		12,857,250

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Ultra VIX Short-Term Futures ETF

As of June 30, 2013 and 2012, the ProShares Ultra VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts and its holding of swap agreements linked to the S&P 500 VIX Short-Term Futures Index. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to equity market volatility risk.


Futures Positions as of June 30, 2013
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	July 2013		13,560	$	18.05		1,000	$	244,758,000
VIX Futures (CBOE)	Long	August 2013		9,859		18.90		1,000		186,335,100


Futures Positions as of June 30, 2012
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	July 2012		16,212	$	19.55		1,000	$	316,944,600
VIX Futures (CBOE)	Long	August 2012		11,781		21.95		1,000		258,592,950

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Swap Agreements as of June 30, 2012

Reference Index

Counterparty

Long or
Short

Index
Close

Notional
Amount at Value

S&P 500 VIX Short-Term Futures Index

Societe Generale
S.A.

Long

5,515.55

25,923,085

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 swap notional value is calculated by multiplying the number of units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Short VIX Short-Term Futures ETF

As of June 30, 2013 and 2012, the ProShares Short VIX Short-Term Futures ETF Fund was exposed to inverse equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2013 and 2012, which were sensitive to equity market volatility risk.


Futures Positions as of June 30, 2013
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Short	July 2013		3,687	$	18.05		1,000	$	(66,550,350	)
VIX Futures (CBOE)	Short	August 2013		2,681		18.90		1,000		(50,670,900	)


Futures Positions as of June 30, 2012
Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Short	July 2012		383	$	19.55		1,000	$	(7,487,650	)
VIX Futures (CBOE)	Short	August 2012		273	$	21.95		1,000		(5,992,350	)

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

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Qualitative Disclosure

As described above in Item 2 of this Quarterly Report on Form 10-Q, it is the investment objective of each Geared Fund to seek daily investment results, before fees and expenses, which correspond to a multiple, the inverse or an inverse multiple of the daily performance, whether positive or negative, 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. 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 Matching VIX Fund seeks investment results (before fees and expenses), both over a single day and over time, that match the performance of a benchmark. The Geared Funds do not seek to achieve these stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by two or negative two. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

Primary Market Risk Exposure

The primary market risks that the Funds are exposed to depend on each Fund’s investment objective and corresponding benchmark. For example, the primary market risk that the ProShares UltraShort DJ-UBS Crude Oil and the ProShares Ultra DJ-UBS Crude Oil Funds are exposed to are inverse and direct exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Dow Jones-UBS Commodity Index and its sub-indexes are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

As described above in Item 2 of this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Commodity Price Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an Ultra Fund.

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Additionally, performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Exchange Rate Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Currency Funds, several factors may affect the value of the foreign currencies or the U.S. Dollar, and, in turn, the Financial Instruments and other assets, if any, owned by a Fund. The impact of changes in the price of a currency will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of a currency will negatively impact the daily performance of Shares of a Short Fund or an UltraShort Fund and daily decreases in the price of a currency will negatively impact the daily performance of Shares of an Ultra Fund.

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each VIX Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. Several factors may affect the price and/or liquidity of VIX futures contracts and other assets, if any, owned by a VIX Fund. The impact of changes in the price of these assets will affect investors differently depending upon the Fund in which investors invest.

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective (-1x, -2x, or 2x), regardless of market direction or sentiment. At the close of the relevant markets each trading day (see NAV calculation times), each Fund will seek to position its portfolio so that its exposure to its benchmark is consistent with its investment objective. As described above in Item 2 of this Quarterly Report on Form 10-Q, these adjustments are done through the use of various Financial Instruments. No attempt is made to adjust market exposure in order to avoid changes to the benchmark that would cause the Funds to lose value. Factors common to all Funds that may require portfolio re-positioning are create/redeem activity and index rebalances.

For Geared Funds, the impact of the Index’s movements during the day also affects whether the Fund’s portfolio needs to be re-positioned. For example, if the Index for an Ultra Fund has risen on a given day, net assets of the Fund should rise. As a result, the Fund’s long exposure will need to be increased to the extent there are not offsetting factors such as redemption activity. Conversely, if the Index has fallen on a given day, net assets of an Ultra Fund should fall. As a result, the Fund’s long exposure will generally need to be decreased. Net assets for Short Funds, UltraShort Funds will generally decrease when the Index rises on a given day. As a result, the Fund’s short exposure may need to be decreased. Conversely, if the Index has fallen on a given day, a Short Fund’s, an UltraShort Fund’s assets should rise. As a result, the Fund’s short exposure may need to be increased.

The use of certain Financial Instruments introduces counterparty risk. A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments entered into by the Fund. A Fund may be negatively impacted if a counterparty fails to perform its obligations. Each Fund intends to enter into swap and forward agreements only with major global financial institutions that meet certain credit quality standards

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and monitoring policies. Each Fund may use various techniques to minimize credit risk including early termination or reset and payment, limiting the net amount due from any individual counterparty, and generally requiring that the counterparty post collateral with respect to amounts owed to the Funds, marked to market daily.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were maintained in a non-interest bearing demand deposit account. The Funds also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

Item 4.

Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of June 30, 2013, including providing reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the Trust and the Funds is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Trust as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.

Certifications

The certifications by the Principal Executive Officer and Principal Financial Officer of the Trust required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed or furnished as exhibits to this Quarterly Report on Form 10-Q, apply both to the Trust taken as a whole and each Fund, and the Principal Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.

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Part II. OTHER INFORMATION

Item 1.

Legal Proceedings.

Item 1A.

Risk Factors.

Except as noted below, there has not been a material change to the Risk Factors previously disclosed in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 1, 2013, as amended.

If a Commodity Index Fund or a VIX Fund establishes its positions through the use of sampling, such Fund may experience additional tracking error.

Tracking error is the difference between the performance of an index tracking fund and its applicable benchmark index. While each Commodity Index Fund and VIX Fund seeks to provide investment results that correspond (before fees and expenses) to the performance of, or a multiple, the inverse or an inverse multiple of the daily performance of its corresponding index, as applicable, it is possible that tracking error may increase because of the differences between the proportion of exposure Financial Instruments held by a Commodity Index Fund or a VIX Fund have to components included in the applicable benchmark index and the proportional weight that such components carry within the index.

A Commodity Index Fund or a VIX Fund may obtain exposure through Financial Instruments to a representative sample of the components in its underlying index, which have aggregate characteristics similar to those of the underlying index. This “sampling” process typically involves selecting a representative sample of components in an index principally to enhance liquidity and reduce transaction costs while seeking to maintain high correlation with, and similar aggregate characteristics (e.g., underlying commodities and valuations) to, the underlying index. In addition, a Commodity Index Fund or a VIX Fund may obtain exposure to components not included in its underlying index, invest in assets that are not included in the underlying index or may overweight or underweight certain components contained in the underlying index. Index tracking funds that use sampling may experience greater tracking error than index tracking funds that fully replicate an underlying index by obtaining exposure on a proportionate basis to all components of that index.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

None.

(b)

The Trust initially registered Shares on its Registration Statement on Form S-1 (No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (No. 333-156888), which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all registered Shares and re-allocated the remaining amount of the registered Shares among the Funds listed on its Registration Statement on Form S-3 (No. 333-163511), which became effective on December 4, 2009. It then registered additional Shares and/or added Funds pursuant to post-effective amendments to that Registration Statement on Form S-3, which

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became effective on May 28, 2010, November 5, 2010, December 23, 2010 and April 13, 2011, as well as on a Registration Statement on Form S-1 (No. 333-178707), which became effective on June 25, 2012. On June 26, 2012, a post-effective amendment to the Registration Statement on Form S-3 (No. 333-163511) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil and terminated the offerings for certain publicly offered Funds and certain Funds that had never been publicly offered. New offerings for those Funds that had been publicly offered were registered on an accompanying Registration Statement on Form S-1 (No. 333-176878), which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on Form S-1 (No. 333-183672) was declared effective, which registered additional Shares for ProShares Ultra VIX Short-Term Futures ETF, ProShares VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF. This registration statement (No. 333-183672) was a combined prospectus and acted as a post-effective amendment to the Form S-1 (No. 333-176878). On September 27, 2012, a Registration Statement on Form S-3 (No. 333-183674) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil and ProShares UltraShort Euro. This registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-163511). On September 28, 2012, a post-effective amendment to a Registration Statement on Form S-1 (333-178707) was declared effective, terminating the proposed offerings of several unlaunched currency funds. On January 30, 2013, a Registration Statement on Form S-1 (No. 333-185288) was declared effective. That registration statement, which registered additional Shares to ProShares Short VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statements (File Nos. 333-183672 and 333-178707). Also, on January 30, 2013, a Registration Statement on Form S-3 (File No. 333-185289) was declared effective. That registration statement, which registered additional Shares to ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort Euro, ProShares Ultra VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statement (No. 333-193672) and Form S-3 Registration Statement (No. 333-183674). On April 24, 2013, a post-effective amendment to the Form S-1 Registration Statement (333-185288) was declared effective, terminating the registered but unlaunched offerings related to: ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy. On April 29, 2013, a Registration Statement on Form S-3 (333-187820) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares UltraVIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-185289). On May 21, 2013, a Registration Statement on Form S-1 (333-188215) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Natural Gas, ProShares UltraShort DJ-UBS Natural Gas, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 (No. 333-185288). Therefore, as of June 30, 2013, the Trust had two effective registration statements outstanding: 1) an effective Form S-1 Registration Statement (No. 333-188215); and 2) an effective Form S-3 Registration Statement (No. 333-187820). On July 30, 2013, a Registration Statement on Form S-3 (No. 333-189967) was declared effective, which registered additional Shares for ProShares DJ-UBS Crude Oil and ProShares UltraShort Yen and partially terminated registered and unissued Shares of ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro and ProShares VIX Short-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-187820). Thus, as of July 31, 2013, the Trust had two effective registration statements outstanding: 1) an effective Form S-1 Registration Statement (No. 333-188215); and 2) an effective Form S-3 Registration Statement (No. 333-189967).

Substantially all of the proceeds received by each Fund from the issuance and sale of Shares to Authorized Participants are used by each Fund to enter into Financial Instruments relating to that Fund’s benchmark in combination with cash or cash equivalents and/or U.S. Treasury Securities or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds and collateralized repurchase agreements) that may be used to collateralize swap agreements or forward contracts or deposited with FCMs as margin in connection with any futures transactions. Each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares, and each Matching VIX Fund continuously offers and redeems Shares in blocks of 25,000 Shares.

264


Title of Securities Registered	Amount Registered As of June 30, 2013		Shares Sold For the Three Months Ended June 30, 2013		Sale Price of Shares Sold For the Three Months Ended June 30, 2013
ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest¹	$	2,175,000,000		7,100,000	$	259,356,018
ProShares UltraShort DJ-UBS Natural Gas Common Units of Beneficial Interest	$	570,000,000		100,000	$	6,818,260
ProShares UltraShort Gold Common Units of Beneficial Interest	$	1,000,000,000		950,000	$	81,284,134
ProShares UltraShort Silver Common Units of Beneficial Interest¹	$	2,900,000,000		900,000	$	67,860,673
ProShares Short Euro Common Units of Beneficial Interest	$	200,000,000		—	$	—
ProShares UltraShort Australian Dollar Common Units of Beneficial Interest	$	200,000,000		400,000	$	16,245,812
ProShares UltraShort Euro Common Units of Beneficial Interest¹	$	3,053,506,872		2,750,000	$	52,781,919
ProShares UltraShort Yen Common Units of Beneficial Interest¹	$	1,600,000,000		3,100,000	$	200,262,980
ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest	$	300,000,000		—	$	—
ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest¹	$	4,808,246,073		5,850,000	$	158,411,916
ProShares Ultra DJ-UBS Natural Gas Common Units of Beneficial Interest	$	680,000,000		650,000	$	28,314,359
ProShares Ultra Gold Common Units of Beneficial Interest	$	1,000,000,000		100,000	$	4,926,245
ProShares Ultra Silver Common Units of Beneficial Interest¹	$	3,500,000,000		8,400,000	$	186,695,150
ProShares Ultra Australian Dollar Common Units of Beneficial Interest	$	200,000,000		—	$	—
ProShares Ultra Euro Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares Ultra Yen Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest¹	$	3,450,000,000		2,110,000	$	108,548,127
ProShares VIX Mid-Term Futures ETF Common Units of Beneficial Interest	$	1,300,000,000		875,000	$	22,681,917
ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	8,000,000,000		7,140,000	$	475,164,642
ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	2,750,000,000		2,450,000	$	208,309,306
Total:	$	39,186,752,945		42,875,000		1,877,661,458

On July 30, 2013, a Registration Statement on Form S-3 (No. 333-189967) was declared effective, which registered additional Shares for ProShares UltraShort DJ-UBS Crude Oil (increasing its total amount registered to $3,275,000,000) and ProShares UltraShort Yen (increasing its total amount registered to $1,800,000,000) and partially terminated registered and unissued Shares of ProShares Ultra DJ-UBS Crude Oil (decreasing its total amount registered to $4,408,246,073), ProShares Ultra Silver (decreasing its total amount registered to $3,300,000,000), ProShares UltraShort Silver (decreasing its total amount registered to $2,700,000,000), ProShares UltraShort Euro (decreasing its total amount registered to $2,753,506,872) and ProShares VIX Short-Term Futures ETF (decreasing its total amount registered to $3,250,000,000).

265

(c)

From April 1, 2013 to June 30, 2013, the number of Shares redeemed and average price per Share for each Fund were as follows:


Fund	Total Number of Shares Redeemed		Average Price Per Share
ProShares UltraShort DJ-UBS Commodity
04/01/13 to 04/30/13		—	$	—
05/01/13 to 05/31/13		—	$	—
06/01/13 to 06/30/13		—	$	—
ProShares UltraShort DJ-UBS Crude Oil
04/01/13 to 04/30/13		1,200,000	$	42.23
05/01/13 to 05/31/13		900,000	$	37.95
06/01/13 to 06/30/13		1,950,000	$	38.31
ProShares UltraShort DJ-UBS Natural Gas
04/01/13 to 04/30/13		—	$	—
05/01/13 to 05/31/13		87,500	$	68.68
06/01/13 to 06/30/13		137,556	$	79.64
ProShares UltraShort Gold
04/01/13 to 04/30/13		50,000	$	77.54
05/01/13 to 05/31/13		250,000	$	84.32
06/01/13 to 06/30/13		700,000	$	94.42
ProShares UltraShort Silver
04/01/13 to 04/30/13		850,000	$	75.77
05/01/13 to 05/31/13		300,000	$	81.03
06/01/13 to 06/30/13		950,000	$	98.28
ProShares Short Euro
04/01/13 to 04/30/13		—	$	—
05/01/13 to 05/31/13		—	$	—
06/01/13 to 06/30/13		—	$	—
ProShares UltraShort Australian Dollar
04/01/13 to 04/30/13		—	$	—
05/01/13 to 05/31/13		—	$	—
06/01/13 to 06/30/13		—	$	—
ProShares UltraShort Euro
04/01/13 to 04/30/13		500,000	$	19.14
05/01/13 to 05/31/13		900,000	$	19.62
06/01/13 to 06/30/13		750,000	$	19.25
ProShares UltraShort Yen
04/01/13 to 04/30/13		1,200,000	$	63.38
05/01/13 to 05/31/13		550,000	$	66.97
06/01/13 to 06/30/13		1,150,000	$	64.24
ProShares Ultra DJ-UBS Commodity
04/01/13 to 04/30/13		—	$	—
05/01/13 to 05/31/13		—	$	—
06/01/13 to 06/30/13		—	$	—
ProShares Ultra DJ-UBS Crude Oil
04/01/13 to 04/30/13		2,400,000	$	28.97
05/01/13 to 05/31/13		4,050,000	$	29.99
06/01/13 to 06/30/13		2,450,000	$	29.78
ProShares Ultra DJ-UBS Natural Gas
04/01/13 to 04/30/13		500,000	$	52.95
05/01/13 to 05/31/13		—	$	—
06/01/13 to 06/30/13		—	$	—
ProShares Ultra Gold
04/01/13 to 04/30/13		450,000	$	58.91
05/01/13 to 05/31/13		300,000	$	60.39
06/01/13 to 06/30/13		100,000	$	56.84
ProShares Ultra Silver
04/01/13 to 04/30/13		—	$	—
05/01/13 to 05/31/13		400,000	$	22.43
06/01/13 to 06/30/13		350,000	$	17.36

266


ProShares Ultra Australian Dollar
04/01/13 to 04/30/13	—	$	—
05/01/13 to 05/31/13	—	$	—
06/01/13 to 06/30/13	—	$	—
ProShares Ultra Euro
04/01/13 to 04/30/13	50,000	$	23.55
05/01/13 to 05/31/13	—	$	—
06/01/13 to 06/30/13	—	$	—
ProShares Ultra Yen
04/01/13 to 04/30/13	—	$	—
05/01/13 to 05/31/13	—	$	—
06/01/13 to 06/30/13	—	$	—
ProShares VIX Short-Term Futures ETF
04/01/13 to 04/30/13	1,070,000	$	56.82
05/01/13 to 05/31/13	80,000	$	49.52
06/01/13 to 06/30/13	1,870,189	$	57.57
ProShares VIX Mid-Term Futures ETF
04/01/13 to 04/30/13	475,000	$	25.90
05/01/13 to 05/31/13	200,000	$	24.92
06/01/13 to 06/30/13	225,000	$	27.44
ProShares Ultra VIX Short-Term Futures ETF
04/01/13 to 04/30/13	2,485,000	$	78.26
05/01/13 to 05/31/13	1,160,000	$	60.56
06/01/13 to 06/30/13	5,051,251	$	74.82
ProShares Short VIX Short-Term Futures ETF
04/01/13 to 04/30/13	1,000,000	$	90.05
05/01/13 to 05/31/13	400,000	$	91.65
06/01/13 to 06/30/13	300,000	$	86.36
Total:	37,791,496	$	53.62

267

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.


Exhibit No.		Description of Document

31.1		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)

31.2		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)

32.1		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)

32.2		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)

101.INS		XBRL Instance Document(3)

101.SCH		XBRL Taxonomy Extension Schema(3)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase(3)

101.DEF		XBRL Taxonomy Extension Definition Linkbase(3)

101.LAB		XBRL Taxonomy Extension Label Linkbase(3)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase(3)

(1)	Filed herewith.

(2)	Furnished herewith.

(3)

In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

268

SIGNATURES

Pursuant to the requirements 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: August 9, 2013

/s/ Edward Karpowicz
By:		Edward Karpowicz
Principal Financial Officer

Date: August 9, 2013