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 d498696d10q.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 March 31, 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.		182

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		215

Item 4. Controls and Procedures.		234

Part II. OTHER INFORMATION
Item 1. Legal Proceedings.		235

Item 1A. Risk Factors.		235

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		235

Item 3. Defaults Upon Senior Securities.		239

Item 4. Mine Safety Disclosures.		239

Item 5. Other Information.		239

Item 6. Exhibits.		239

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

-1-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	341,101	$	296,119
Short-term U.S. government and agency obligations (Note 3) (cost $3,062,693 and $2,803,598, respectively)		3,062,812		2,803,904
Unrealized appreciation on swap agreements		—		148,502

Total assets		3,403,913		3,248,525

Liabilities and shareholders’ equity
Liabilities
Management fee payable		4,997		2,560
Unrealized depreciation on swap agreements		92,919		—

Total liabilities		97,916		2,560

Shareholders’ equity
Shareholders’ equity		3,305,997		3,245,965

Total liabilities and shareholders’ equity	$	3,403,913	$	3,248,525

Shares outstanding		59,997		59,997

Net asset value per share	$	55.10	$	54.10

Market value per share (Note 2)	$	51.14	$	51.64

See accompanying notes to financial statements.

-2-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (93% of shareholders’ equity)
U.S. Treasury Bills:
0.096% due 04/18/13†	$	1,232,000	$	1,231,980
0.101% due 05/16/13†		1,413,000		1,412,903
0.072% due 06/27/13		418,000		417,929

Total short-term U.S. government and agency obligations (cost $3,062,693)			$	3,062,812

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	04/08/13	$	(4,670,170	)	$	(64,434	)
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	04/08/13		(1,918,450	)		(28,485	)

					$	(92,919	)

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

^	The positions and counterparties herein are as of March 31, 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.

-3-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	725		$	681

Expenses
Management fee		7,585			20,184

Total expenses		7,585			20,184

Net investment income (loss)		(6,860	)		(19,503	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		308,498			74,310
Short-term U.S. government and agency obligations		2			—

Net realized gain (loss)		308,500			74,310

Change in net unrealized appreciation/depreciation on
Swap agreements		(241,421	)		(361,088	)
Short-term U.S. government and agency obligations		(187	)		353

Change in net unrealized appreciation/depreciation		(241,608	)		(360,735	)

Net realized and unrealized gain (loss)		66,892			(286,425	)

Net income (loss)	$	60,032		$	(305,928	)

Net income (loss) per weighted-average share	$	1.00		$	(1.91	)

Weighted-average shares outstanding		59,997			159,997

See accompanying notes to financial statements.

-4-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Net investment income (loss)		(6,860	)
Net realized gain (loss)		308,500
Change in net unrealized appreciation/depreciation		(241,608	)

Net income (loss)		60,032


Shareholders’ equity, at March 31, 2013	$	3,305,997

See accompanying notes to financial statements.

-5-

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	60,032		$	(305,928	)
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		(259,095	)		25,255
Change in unrealized appreciation/depreciation on investments		241,608			360,735
Increase (Decrease) in management fee payable		2,437			(548	)

Net cash provided by (used in) operating activities		44,982			79,514

Net increase (decrease) in cash		44,982			79,514
Cash, beginning of period		296,119			9,060

Cash, end of period	$	341,101		$	88,574

See accompanying notes to financial statements.

-6-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,101,493	$	658,676
Segregated cash balances with brokers for futures contracts		7,563,600		4,401,374
Short-term U.S. government and agency obligations (Note 3) (cost $145,470,481 and $87,042,320, respectively)		145,473,612		87,046,389
Receivable from capital shares sold		—		4,031,477

Total assets		154,138,705		96,137,916

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		1,350,973		979,336
Management fee payable		246,684		70,254
Unrealized depreciation on swap agreements		11,368,414		5,607,060

Total liabilities		12,966,071		6,656,650

Shareholders’ equity
Shareholders’ equity		141,172,634		89,481,266

Total liabilities and shareholders’ equity	$	154,138,705	$	96,137,916

Shares outstanding		3,869,944		2,219,944

Net asset value per share	$	36.48	$	40.31

Market value per share (Note 2)	$	36.62	$	40.44

See accompanying notes to financial statements.

-7-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (103% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 04/11/13	$	14,902,000	$	14,901,876
0.071% due 04/18/13		63,145,000		63,143,956
0.074% due 04/25/13†		42,353,000		42,352,012
0.098% due 05/16/13		107,000		106,993
0.084% due 06/27/13†		24,973,000		24,968,775

Total short-term U.S. government and agency obligations (cost $145,470,481)			$	145,473,612

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires May 2013		1,528	$	148,567,440	$	231,524

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index	04/08/13	$	(73,765,493	)	$	(6,252,210	)
Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index	04/08/13		(17,320,352	)		(1,130,052	)
Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	04/08/13		(42,736,934	)		(3,986,152	)

					$	(11,368,414	)

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

††	Cash collateral in the amount of $7,563,600 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

^	The positions and counterparties herein are as of March 31, 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.

-8-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	25,309		$	10,125

Expenses
Management fee		339,584			340,146
Brokerage commissions		7,035			5,904

Total expenses		346,619			346,050

Net investment income (loss)		(321,310	)		(335,925	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(8,487,969	)		(130,237	)
Swap agreements		2,362,811			(3,701,374	)
Short-term U.S. government and agency obligations		(671	)		(791	)

Net realized gain (loss)		(6,125,829	)		(3,832,402	)

Change in net unrealized appreciation/depreciation on
Futures contracts		4,261,245			(1,048,170	)
Swap agreements		(5,761,354	)		146,480
Short-term U.S. government and agency obligations		(938	)		7,029

Change in net unrealized appreciation/depreciation		(1,501,047	)		(894,661	)

Net realized and unrealized gain (loss)		(7,626,876	)		(4,727,063	)

Net income (loss)	$	(7,948,186	)	$	(5,062,988	)

Net income (loss) per weighted-average share	$	(2.10	)	$	(1.24	)

Weighted-average shares outstanding		3,779,388			4,082,032

See accompanying notes to financial statements.

-9-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 2,350,000 shares		87,772,570
Redemption of 700,000 shares		(28,133,016	)

Net addition (redemption) of 1,650,000 shares		59,639,554


Net investment income (loss)		(321,310	)
Net realized gain (loss)		(6,125,829	)
Change in net unrealized appreciation/depreciation		(1,501,047	)

Net income (loss)		(7,948,186	)


Shareholders’ equity, at March 31, 2013	$	141,172,634

See accompanying notes to financial statements.

-10-

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(7,948,186	)	$	(5,062,988	)
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		(3,162,226	)		1,044,882
Net sale (purchase) of short-term U.S. government and agency obligations		(58,428,161	)		(26,915,022	)
Change in unrealized appreciation/depreciation on investments		5,762,292			(153,509	)
Decrease (Increase) in receivable on futures contracts		—			576,597
Increase (Decrease) in management fee payable		176,430			17,467
Increase (Decrease) in payable on futures contracts		371,637			—

Net cash provided by (used in) operating activities		(63,228,214	)		(30,492,573	)

Cash flow from financing activities
Proceeds from addition of shares		91,804,047			77,519,159
Payment on shares redeemed		(28,133,016	)		(46,972,250	)

Net cash provided by (used in) financing activities		63,671,031			30,546,909

Net increase (decrease) in cash		442,817			54,336
Cash, beginning of period		658,676			265,258

Cash, end of period	$	1,101,493		$	319,594

See accompanying notes to financial statements.

-11-

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	656,010	$	310,060
Segregated cash balances with brokers for futures contracts		2,887,500		1,795,030
Short-term U.S. government and agency obligations (Note 3) (cost $21,192,907 and $10,042,198, respectively)		21,193,216		10,042,731
Receivable on open futures contracts		442,358		632,777

Total assets		25,179,084		12,780,598

Liabilities and shareholders’ equity
Liabilities
Management fee payable		26,065		12,258

Total liabilities		26,065		12,258

Shareholders’ equity
Shareholders’ equity		25,153,019		12,768,340

Total liabilities and shareholders’ equity	$	25,179,084	$	12,780,598

Shares outstanding		1,400,030		500,030

Net asset value per share	$	17.97	$	25.54

Market value per share (Note 2)	$	18.06	$	25.41

See accompanying notes to financial statements.

-12-

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (84% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 04/11/13	$	573,000	$	572,995
0.091% due 04/18/13		744,000		743,988
0.050% due 04/25/13		1,395,000		1,394,967
0.101% due 05/16/13		3,906,000		3,905,732
0.071% due 06/27/13		14,578,000		14,575,534

Total short-term U.S. government and agency obligations (cost $21,192,907)			$	21,193,216

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires May 2013		1,250	$	50,300,000	$	(3,496,753	)

††	Cash collateral in the amount of $2,887,500 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

See accompanying notes to financial statements.

-13-

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	2,401		$	863

Expenses
Management fee		36,143			25,021
Brokerage commissions		9,824			13,766
Offering costs		—			6,619

Total expenses		45,967			45,406

Net investment income (loss)		(43,566	)		(44,543	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(1,773,421	)		4,437,111
Short-term U.S. government and agency obligations		(104	)		(167	)

Net realized gain (loss)		(1,773,525	)		4,436,944

Change in net unrealized appreciation/depreciation on
Futures contracts		(3,905,888	)		5,930,960
Short-term U.S. government and agency obligations		(224	)		388

Change in net unrealized appreciation/depreciation		(3,906,112	)		5,931,348

Net realized and unrealized gain (loss)		(5,679,637	)		10,368,292

Net income (loss)	$	(5,723,203	)	$	10,323,749

Net income (loss) per weighted-average share (Note 1)	$	(8.42	)	$	25.05

Weighted-average shares outstanding (Note 1)		679,474			412,118

See accompanying notes to financial statements.

-14-

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 950,000 shares		19,490,998
Redemption of 50,000 shares		(1,383,116	)

Net addition (redemption) of 900,000 shares		18,107,882


Net investment income (loss)		(43,566	)
Net realized gain (loss)		(1,773,525	)
Change in net unrealized appreciation/depreciation		(3,906,112	)

Net income (loss)		(5,723,203	)


Shareholders’ equity, at March 31, 2013	$	25,153,019

See accompanying notes to financial statements.

-15-

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(5,723,203	)	$	10,323,749
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		(1,092,470	)		(4,434,345	)
Net sale (purchase) of short-term U.S. government and agency obligations		(11,150,709	)		(12,495,686	)
Change in unrealized appreciation/depreciation on investments		224			(388	)
Decrease (Increase) in receivable on futures contracts		190,419			(154,659	)
Change in offering cost		—			6,619
Increase (Decrease) in management fee payable		13,807			22,486

Net cash provided by (used in) operating activities		(17,761,932	)		(6,732,224	)

Cash flow from financing activities
Proceeds from addition of shares		19,490,998			13,524,375
Payment on shares redeemed		(1,383,116	)		(8,965,130	)

Net cash provided by (used in) financing activities		18,107,882			4,559,245

Net increase (decrease) in cash		345,950			(2,172,979	)
Cash, beginning of period		310,060			2,969,266

Cash, end of period	$	656,010		$	796,287

See accompanying notes to financial statements.

-16-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	218,590	$	175,194
Segregated cash balances with brokers for futures contracts		11,880		14,850
Short-term U.S. government and agency obligations (Note 3) (cost $108,154,807 and $88,573,928, respectively)		108,157,077		88,575,398
Unrealized appreciation on forward agreements		—		3,729,856
Receivable on open futures contracts		2,300		—

Total assets		108,389,847		92,495,298

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		3,980
Management fee payable		153,130		74,576
Unrealized depreciation on forward agreements		3,246,282		—

Total liabilities		3,399,412		78,556

Shareholders’ equity
Shareholders’ equity		104,990,435		92,416,742

Total liabilities and shareholders’ equity	$	108,389,847	$	92,495,298

Shares outstanding		1,546,978		1,446,978

Net asset value per share	$	67.87	$	63.87

Market value per share (Note 2)	$	68.01	$	62.60

See accompanying notes to financial statements.

-17-

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (103% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 04/11/13	$	11,800,000	$	11,799,902
0.060% due 04/18/13†		62,387,000		62,385,969
0.062% due 04/25/13†		8,084,000		8,083,811
0.110% due 05/16/13		7,714,000		7,713,470
0.087% due 06/27/13†		18,177,000		18,173,925

Total short-term U.S. government and agency obligations (cost $108,154,807)			$	108,157,077

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, Expires June 2013		2	$	319,140	$	(1,410	)

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	04/08/13	$	(73,300	)	$	(117,160,521	)	$	(1,752,078	)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	04/08/13		(21,398	)		(34,201,921	)		(589,404	)
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold	04/08/13		(18,700	)		(29,889,519	)		(460,599	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	04/08/13		(17,750	)		(28,371,068	)		(444,201	)

								$	(3,246,282	)

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

††	Cash collateral in the amount of $11,880 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

^	The positions and counterparties herein are as of March 31, 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.

-18-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	15,757		$	6,919

Expenses
Management fee		226,458			349,769
Brokerage commissions		16			17

Total expenses		226,474			349,786

Net investment income (loss)		(210,717	)		(342,867	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		33,420			17,840
Forward agreements		12,850,047			(1,563,825	)
Short-term U.S. government and agency obligations		(399	)		24

Net realized gain (loss)		12,883,068			(1,545,961	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(16,650	)		(37,700	)
Forward agreements		(6,976,138	)		(33,030,373	)
Short-term U.S. government and agency obligations		800			6,708

Change in net unrealized appreciation/depreciation		(6,991,988	)		(33,061,365	)

Net realized and unrealized gain (loss)		5,891,080			(34,607,326	)

Net income (loss)	$	5,680,363		$	(34,950,193	)

Net income (loss) per weighted-average share (Note 1)	$	3.85		$	(15.86	)

Weighted-average shares outstanding (Note 1)		1,475,311			2,203,107

See accompanying notes to financial statements.

-19-

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 250,000 shares		16,775,145
Redemption of 150,000 shares		(9,881,815	)

Net addition 100,000 of shares		6,893,330


Net investment income (loss)		(210,717	)
Net realized gain (loss)		12,883,068
Change in net unrealized appreciation/depreciation		(6,991,988	)

Net income (loss)		5,680,363


Shareholders’ equity, at March 31, 2013	$	104,990,435

See accompanying notes to financial statements.

-20-

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	5,680,363		$	(34,950,193	)
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		2,970			920
Net sale (purchase) of short-term U.S. government and agency obligations		(19,580,879	)		18,080,638
Change in unrealized appreciation/depreciation on investments		6,975,338			33,023,665
Decrease (Increase) in receivable on futures contracts		(2,300	)		—
Increase (Decrease) in management fee payable		78,554			(7,828	)
Increase (Decrease) in payable on futures contracts		(3,980	)		—

Net cash provided by (used in) operating activities		(6,849,934	)		16,147,202

Cash flow from financing activities
Proceeds from addition of shares		16,775,145			—
Payment on shares redeemed		(9,881,815	)		(16,183,375	)

Net cash provided by (used in) financing activities		6,893,330			(16,183,375	)

Net increase (decrease) in cash		43,396			(36,173	)
Cash, beginning of period		175,194			330,841

Cash, end of period	$	218,590		$	294,668

See accompanying notes to financial statements.

-21-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	427,956	$	344,378
Segregated cash balances with brokers for futures contracts		20,900		24,200
Short-term U.S. government and agency obligations (Note 3) (cost $105,343,764 and $86,199,868, respectively)		105,347,243		86,206,701
Unrealized appreciation on forward agreements		266,601		19,307,685
Receivable on open futures contracts		2,890		—

Total assets		106,065,590		105,882,964

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		5,138,116
Payable on open futures contracts		—		2,520
Management fee payable		175,149		85,625
Unrealized depreciation on forward agreements		11,313		—

Total liabilities		186,462		5,226,261

Shareholders’ equity
Shareholders’ equity		105,879,128		100,656,703

Total liabilities and shareholders’ equity	$	106,065,590	$	105,882,964

Shares outstanding		1,958,489		1,958,489

Net asset value per share	$	54.06	$	51.40

Market value per share (Note 2)	$	55.02	$	50.07

See accompanying notes to financial statements.

-22-

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (99% of shareholders’ equity)
U.S. Treasury Bills:
0.084% due 04/18/13†	$	58,244,000	$	58,243,037
0.063% due 04/25/13†		14,290,000		14,289,667
0.105% due 05/16/13		10,868,000		10,867,253
0.093% due 06/27/13†		21,951,000		21,947,286

Total short-term U.S. government and agency obligations (cost $105,343,764)			$	105,347,243

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires May 2013		2	$	283,230	$	27,520

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	04/08/13	$	(3,040,000	)	$	(87,084,752	)	$	55,643
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	04/08/13		(1,588,500	)		(45,504,648	)		63,340
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	04/08/13		(1,235,000	)		(35,378,181	)		147,618
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	04/08/13		(1,519,000	)		(43,513,730	)		(11,313	)

								$	255,288

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

††	Cash collateral in the amount of $20,900 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

^	The positions and counterparties herein are as of March 31, 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.

-23-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	22,355		$	15,324

Expenses
Management fee		250,527			503,147
Brokerage commissions		8			8

Total expenses		250,535			503,155

Net investment income (loss)		(228,180	)		(487,831	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		31,940			1,900
Forward agreements		29,172,572			(35,686,314	)
Short-term U.S. government and agency obligations		1,141			(1,674	)

Net realized gain (loss)		29,205,653			(35,686,088	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(12,500	)		(47,040	)
Forward agreements		(19,052,397	)		(34,295,712	)
Short-term U.S. government and agency obligations		(3,354	)		10,807

Change in net unrealized appreciation/depreciation		(19,068,251	)		(34,331,945	)

Net realized and unrealized gain (loss)		10,137,402			(70,018,033	)

Net income (loss)	$	9,909,222		$	(70,505,864	)

Net income (loss) per weighted-average share (Note 1)	$	4.64		$	(17.99	)

Weighted-average shares outstanding (Note 1)		2,136,822			3,919,203

See accompanying notes to financial statements.

-24-

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 600,000 shares		27,224,574
Redemption of 600,000 shares		(31,911,371	)

Net addition (redemption) of 0 shares		(4,686,797	)


Net investment income (loss)		(228,180	)
Net realized gain (loss)		29,205,653
Change in net unrealized appreciation/depreciation		(19,068,251	)

Net income (loss)		9,909,222


Shareholders’ equity, at March 31, 2013	$	105,879,128

See accompanying notes to financial statements.

-25-

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	9,909,222		$	(70,505,864	)
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		3,300			6,470
Net sale (purchase) of short-term U.S. government and agency obligations		(19,143,896	)		33,342,943
Change in unrealized appreciation/depreciation on investments		19,055,751			34,284,905
Decrease (Increase) in receivable on futures contracts		(2,890	)		—
Increase (Decrease) in management fee payable		89,524			(1,953	)
Increase (Decrease) in payable on futures contracts		(2,520	)		—

Net cash provided by (used in) operating activities		9,908,491			(2,873,499	)

Cash flow from financing activities
Proceeds from addition of shares		27,224,574			164,481,213
Payment on shares redeemed		(37,049,487	)		(161,525,409	)

Net cash provided by (used in) financing activities		(9,824,913	)		2,955,804

Net increase (decrease) in cash		83,578			82,305
Cash, beginning of period		344,378			648,166

Cash, end of period	$	427,956		$	730,471

See accompanying notes to financial statements.

-26-

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	472,209	$	302,359
Segregated cash balances with brokers for futures contracts		59,400		63,250
Short-term U.S. government and agency obligations (Note 3) (cost $3,371,937 and $3,409,716, respectively)		3,371,965		3,409,904
Receivable on open futures contracts		—		6,612
Offering costs (Note 5)		9,660		19,770
Limitation by Sponsor		3,452		2,145

Total assets		3,916,686		3,804,040

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		12,300		—
Payable for offering costs		41,000		41,000

Total liabilities		53,300		41,000

Shareholders’ equity
Shareholders’ equity		3,863,386		3,763,040

Total liabilities and shareholders’ equity	$	3,916,686	$	3,804,040

Shares outstanding		100,005		100,005

Net asset value per share	$	38.63	$	37.63

Market value per share (Note 2)	$	38.65	$	37.64

See accompanying notes to financial statements.

-27-

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (87% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 04/11/13	$	3,265,000	$	3,264,973
0.101% due 05/16/13		107,000		106,992

Total short-term U.S. government and agency obligations (cost $3,371,937)			$	3,371,965

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Euro Fx Currency Futures - CME, expires June 2013		24	$	3,846,900	$	61,713

††	Cash collateral in the amount of $59,400 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

See accompanying notes to financial statements.

-28-

PROSHARES SHORT EURO*

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


	Three months ended
	March 31, 2013
Investment Income
Interest	$	514

Expenses
Brokerage commissions		116
Offering costs		10,110
Limitation by Sponsor		(1,307	)

Total expenses		8,919

Net investment income (loss)		(8,405	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(8,000	)
Short-term U.S. government and agency obligations		142

Net realized gain (loss)		(7,858	)

Change in net unrealized appreciation/depreciation on
Futures contracts		116,769
Short-term U.S. government and agency obligations		(160	)

Change in net unrealized appreciation/depreciation		116,609

Net realized and unrealized gain (loss)		108,751

Net income (loss)	$	100,346

Net income (loss) per weighted-average share	$	1.00

Weighted-average shares outstanding		100,005

*	Since the Fund commenced investment operations on June 26, 2012, the Statement of Operations for the three months ended March 31, 2012 has not been provided.

See accompanying notes to financial statements.

-29-

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Net investment income (loss)		(8,405	)
Net realized gain (loss)		(7,858	)
Change in net unrealized appreciation/depreciation		116,609

Net income (loss)		100,346


Shareholders’ equity, at March 31, 2013	$	3,863,386

See accompanying notes to financial statements.

-30-

PROSHARES SHORT EURO*

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


	Three months ended March 31, 2013
Cash flow from operating activities
Net income (loss)	$	100,346
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		3,850
Net sale (purchase) of short-term U.S. government and agency obligations		37,779
Change in unrealized appreciation/depreciation on investments		160
Decrease (Increase) in receivable on futures contracts		6,612
Decrease (Increase) in Limitation by Sponsor		(1,307	)
Change in offering cost		10,110
Increase (Decrease) in payable on futures contracts		12,300

Net cash provided by (used in) operating activities		169,850

Cash flow from financing activities
Net increase (decrease) in cash		169,850
Cash, beginning of period		302,359

Cash, end of period	$	472,209

*	Since the Fund commenced investment operations on June 26, 2012, the Statement of Cash Flows for the three months ended March 31, 2012 has not been provided.

See accompanying notes to financial statements.

-31-

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	246,180	$	361,157
Segregated cash balances with brokers for futures contracts		117,150		144,540
Short-term U.S. government and agency obligations (Note 3) (cost $3,329,947 and $3,302,725, respectively)		3,329,970		3,302,907
Receivable on open futures contracts		21,300		—
Offering costs (Note 5)		12,019		22,129
Limitation by Sponsor		3,557		2,216

Total assets		3,730,176		3,832,949

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

Total liabilities		41,000		51,950

Shareholders’ equity
Shareholders’ equity		3,689,176		3,780,999

Total liabilities and shareholders’ equity	$	3,730,176	$	3,832,949

Shares outstanding		100,005		100,005

Net asset value per share	$	36.89	$	37.81

Market value per share (Note 2)	$	36.41	$	37.74

See accompanying notes to financial statements.

-32-

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (90% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 04/11/13	$	3,207,000	$	3,206,973
0.050% due 04/25/13		123,000		122,997

Total short-term U.S. government and agency obligations (cost $3,329,947)			$	3,329,970

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires June 2013		71	$	7,350,630	$	(109,570	)

††	Cash collateral in the amount of $117,150 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

See accompanying notes to financial statements.

-33-

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


	Three months ended March 31, 2013
Investment Income
Interest	$	498

Expenses
Brokerage commissions		398
Offering costs		10,110
Limitation by Sponsor		(1,341	)

Total expenses		9,167

Net investment income (loss)		(8,669	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		112,030
Short-term U.S. government and agency obligations		135

Net realized gain (loss)		112,165

Change in net unrealized appreciation/depreciation on
Futures contracts		(195,160	)
Short-term U.S. government and agency obligations		(159	)

Change in net unrealized appreciation/depreciation		(195,319	)

Net realized and unrealized gain (loss)		(83,154	)

Net income (loss)	$	(91,823	)

Net income (loss) per weighted-average share	$	(0.92	)

Weighted-average shares outstanding		100,005

*	Since the Fund commenced investment operations on July 17, 2012, the Statement of Operations for the three months ended March 31, 2012 has not been provided.

See accompanying notes to financial statements.

-34-

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Net investment income (loss)		(8,669	)
Net realized gain (loss)		112,165
Change in net unrealized appreciation/depreciation		(195,319	)

Net income (loss)		(91,823	)


Shareholders’ equity, at March 31, 2013	$	3,689,176

See accompanying notes to financial statements.

-35-

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


	Three months ended March 31, 2013
Cash flow from operating activities
Net income (loss)	$	(91,823	)
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		27,390
Net sale (purchase) of short-term U.S. government and agency obligations		(27,222	)
Change in unrealized appreciation/depreciation on investments		159
Decrease (Increase) in receivable on futures contracts		(21,300	)
Decrease (Increase) in Limitation by Sponsor		(1,341	)
Change in offering cost		10,110
Increase (Decrease) in payable on futures contracts		(10,950	)

Net cash provided by (used in) operating activities		(114,977	)

Cash flow from financing activities
Net increase (decrease) in cash		(114,977	)
Cash, beginning of period		361,157

Cash, end of period	$	246,180

*	Since the Fund commenced investment operations on July 17, 2012, the Statement of Cash Flows for the three months ended March 31, 2012 has not been provided.

See accompanying notes to financial statements.

-36-

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	252,413	$	276,372
Short-term U.S. government and agency obligations (Note 3) (cost $507,177,936 and $553,417,216, respectively)		507,190,542		553,430,562
Unrealized appreciation on foreign currency forward contracts		15,104,660		251,047

Total assets		522,547,615		553,957,981

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		4,002,914		13,282,209
Management fee payable		757,239		499,127
Unrealized depreciation on foreign currency forward contracts		1,439,211		13,398,619

Total liabilities		6,199,364		27,179,955

Shareholders’ equity
Shareholders’ equity		516,348,251		526,778,026

Total liabilities and shareholders’ equity	$	522,547,615	$	553,957,981

Shares outstanding		25,800,014		27,700,014

Net asset value per share	$	20.01	$	19.02

Market value per share (Note 2)	$	20.00	$	19.01

See accompanying notes to financial statements.

-37-

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (98% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 04/11/13	$	31,710,000	$	31,709,736
0.054% due 04/18/13		129,315,000		129,312,863
0.068% due 04/25/13†		251,253,000		251,247,138
0.104% due 05/16/13		58,398,000		58,393,985
0.095% due 06/27/13†		36,533,000		36,526,820

Total short-term U.S. government and agency obligations (cost $507,177,936)			$	507,190,542

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	04/05/13		34,213,200		$	43,854,981		$	(930,513	)
Euro with UBS AG	04/05/13		46,266,300			59,304,821			(508,698	)

								$	(1,439,211	)

Contracts to Sell
Euro with Goldman Sachs International	04/05/13		(396,944,825	)	$	(508,809,688	)	$	7,182,101
Euro with UBS AG	04/05/13		(488,742,400	)		(626,477,163	)		7,922,559

								$	15,104,660

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

^	The positions and counterparties herein are as of March 31, 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.

-38-

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	87,230		$	47,729

Expenses
Management fee		1,180,343			2,200,267

Total expenses		1,180,343			2,200,267

Net investment income (loss)		(1,093,113	)		(2,152,538	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(2,949,680	)		38,812,588
Short-term U.S. government and agency obligations		(393	)		(1,736	)

Net realized gain (loss)		(2,950,073	)		38,810,852

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		26,813,021			(98,488,552	)
Short-term U.S. government and agency obligations		(740	)		37,442

Change in net unrealized appreciation/depreciation		26,812,281			(98,451,110	)

Net realized and unrealized gain (loss)		23,862,208			(59,640,258	)

Net income (loss)	$	22,769,095		$	(61,792,796	)

Net income (loss) per weighted-average share	$	0.86		$	(1.31	)

Weighted-average shares outstanding		26,607,236			47,119,245

See accompanying notes to financial statements.

-39-

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 2,100,000, shares		40,321,956
Redemption of 4,000,000 shares		(73,520,826	)

Net addition (redemption) of (1,900,000) shares		(33,198,870	)


Net investment income (loss)		(1,093,113	)
Net realized gain (loss)		(2,950,073	)
Change in net unrealized appreciation/depreciation		26,812,281

Net income (loss)		22,769,095


Shareholders’ equity, at March 31, 2013	$	516,348,251

See accompanying notes to financial statements.

-40-

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	22,769,095		$	(61,792,796	)
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		46,239,280			161,336,519
Change in unrealized appreciation/depreciation on investments		(26,812,281	)		98,451,110
Increase (Decrease) in management fee payable		258,112			(145,931	)

Net cash provided by (used in) operating activities		42,454,206			197,848,902

Cash flow from financing activities
Proceeds from addition of shares		40,321,956			62,553,620
Payment on shares redeemed		(82,800,121	)		(260,060,197	)

Net cash provided by (used in) financing activities		(42,478,165	)		(197,506,577	)

Net increase (decrease) in cash		(23,959	)		342,325
Cash, beginning of period		276,372			102,088

Cash, end of period	$	252,413		$	444,413

See accompanying notes to financial statements.

-41-

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	469,454	$	363,826
Short-term U.S. government and agency obligations (Note 3) (cost $463,610,208 and $362,731,936, respectively)		463,617,695		362,743,231
Unrealized appreciation on foreign currency forward contracts		2,732,626		38,346,817
Receivable from capital shares sold		5,901,371		7,613,633

Total assets		472,721,146		409,067,507

Liabilities and shareholders’ equity
Liabilities
Management fee payable		680,320		271,235
Unrealized depreciation on foreign currency forward contracts		—		232,642

Total liabilities		680,320		503,877

Shareholders’ equity
Shareholders’ equity		472,040,826		408,563,630

Total liabilities and shareholders’ equity	$	472,721,146	$	409,067,507

Shares outstanding		7,999,294		8,049,294

Net asset value per share	$	59.01	$	50.76

Market value per share (Note 2)	$	59.00	$	50.77

See accompanying notes to financial statements.

-42-

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (98% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 04/11/13	$	87,442,000	$	87,441,272
0.056% due 04/18/13		139,862,000		139,859,688
0.063% due 04/25/13†		155,705,000		155,701,367
0.105% due 05/16/13		19,996,000		19,994,625
0.079% due 06/27/13†		60,631,000		60,620,743

Total short-term U.S. government and agency obligations (cost $463,610,208)			$	463,617,695

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	04/05/13		2,150,120,600		$	22,839,086		$	266,091
Yen with UBS AG	04/05/13		6,684,643,600			71,005,855			503,656

								$	769,747

Contracts to Sell
Yen with Goldman Sachs International	04/05/13		(40,430,144,600	)	$	(429,458,498	)	$	956,014
Yen with UBS AG	04/05/13		(57,256,267,400	)		(608,189,529	)		1,006,865

								$	1,962,879

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

^	The positions and counterparties herein are as of March 31, 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.

-43-

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	69,492		$	20,571

Expenses
Management fee		1,005,098			589,796

Total expenses		1,005,098			589,796

Net investment income (loss)		(935,606	)		(569,225	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		96,886,297			20,853,004
Short-term U.S. government and agency obligations		(662	)		(305	)

Net realized gain (loss)		96,885,635			20,852,699

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(35,381,549	)		17,433,639
Short-term U.S. government and agency obligations		(3,808	)		9,986

Change in net unrealized appreciation/depreciation		(35,385,357	)		17,443,625

Net realized and unrealized gain (loss)		61,500,278			38,296,324

Net income (loss)	$	60,564,672		$	37,727,099

Net income (loss) per weighted-average share	$	8.05		$	6.56

Weighted-average shares outstanding		7,522,627			5,748,195

See accompanying notes to financial statements.

-44-

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 1,100,000 shares		65,406,144
Redemption of 1,150,000 shares		(62,493,620	)

Net addition (redemption) of (50,000) shares		2,912,524


Net investment income (loss)		(935,606	)
Net realized gain (loss)		96,885,635
Change in net unrealized appreciation/depreciation		(35,385,357	)

Net income (loss)		60,564,672


Shareholders’ equity, at March 31, 2013	$	472,040,826

See accompanying notes to financial statements.

-45-

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	60,564,672		$	37,727,099
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		(100,878,272	)		(47,351,793	)
Change in unrealized appreciation/depreciation on investments		35,385,357			(17,443,625	)
Increase (Decrease) in management fee payable		409,085			40,346

Net cash provided by (used in) operating activities		(4,519,158	)		(27,027,973	)

Cash flow from financing activities
Proceeds from addition of shares		67,118,406			87,339,721
Payment on shares redeemed		(62,493,620	)		(60,064,278	)

Net cash provided by (used in) financing activities		4,624,786			27,275,443

Net increase (decrease) in cash		105,628			247,470
Cash, beginning of period		363,826			22,338

Cash, end of period	$	469,454		$	269,808

See accompanying notes to financial statements.

-46-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,264,042	$	167,546
Short-term U.S. government and agency obligations (Note 3) (cost $3,350,591 and $6,240,818, respectively)		3,350,652		6,240,951
Unrealized appreciation on swap agreements		115,047		—

Total assets		4,729,741		6,408,497

Liabilities and shareholders’ equity
Liabilities
Management fee payable		7,410		5,018
Unrealized depreciation on swap agreements		—		306,268

Total liabilities		7,410		311,286

Shareholders’ equity
Shareholders’ equity		4,722,331		6,097,211

Total liabilities and shareholders’ equity	$	4,729,741	$	6,408,497

Shares outstanding		200,014		250,014

Net asset value per share	$	23.61	$	24.39

Market value per share (Note 2)	$	23.92	$	23.93

See accompanying notes to financial statements.

-47-

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (71% of shareholders’ equity)
U.S. Treasury Bills:
0.056% due 04/18/13†	$	808,000	$	807,987
0.050% due 04/25/13†		374,000		373,991
0.105% due 05/16/13		406,000		405,972
0.076% due 06/27/13		1,763,000		1,762,702

Total short-term U.S. government and agency obligations (cost $3,350,591)			$	3,350,652

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	04/08/13	$	5,220,934	$	63,644
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	04/08/13		4,253,708		51,403

				$	115,047

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

^	The positions and counterparties herein are as of March 31, 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.

-48-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	750		$	525

Expenses
Management fee		12,379			22,538

Total expenses		12,379			22,538

Net investment income (loss)		(11,629	)		(22,013	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(508,897	)		(322,448	)
Short-term U.S. government and agency obligations		16			—

Net realized gain (loss)		(508,881	)		(322,448	)

Change in net unrealized appreciation/depreciation on
Swap agreements		421,315			421,325
Short-term U.S. government and agency obligations		(72	)		427

Change in net unrealized appreciation/depreciation		421,243			421,752

Net realized and unrealized gain (loss)		(87,638	)		99,304

Net income (loss)	$	(99,267	)	$	77,291

Net income (loss) per weighted-average share	$	(0.46	)	$	0.22

Weighted-average shares outstanding		217,236			350,014

See accompanying notes to financial statements.

-49-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

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


Net investment income (loss)		(11,629	)
Net realized gain (loss)		(508,881	)
Change in net unrealized appreciation/depreciation		421,243

Net income (loss)		(99,267	)


Shareholders’ equity, at March 31, 2013	$	4,722,331

See accompanying notes to financial statements.

-50-

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(99,267	)	$	77,291
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		2,890,227			372,382
Change in unrealized appreciation/depreciation on investments		(421,243	)		(421,752	)
Increase (Decrease) in management fee payable		2,392			265

Net cash provided by (used in) operating activities		2,372,109			28,186

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		1,096,496			28,186
Cash, beginning of period		167,546			59,453

Cash, end of period	$	1,264,042		$	87,639

See accompanying notes to financial statements.

-51-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,529,232	$	2,198,932
Segregated cash balances with brokers for futures contracts		13,909,500		23,356,627
Short-term U.S. government and agency obligations (Note 3) (cost $303,993,548 and $437,644,628, respectively)		304,000,111		437,662,650
Unrealized appreciation on swap agreements		25,193,571		33,333,620
Receivable on open futures contracts		2,386,303		3,430,415

Total assets		347,018,717		499,982,244

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		20,352,086		16,071,243
Management fee payable		499,299		402,037

Total liabilities		20,851,385		16,473,280

Shareholders’ equity
Shareholders’ equity		326,167,332		483,508,964

Total liabilities and shareholders’ equity	$	347,018,717	$	499,982,244

Shares outstanding		10,299,170		16,449,170

Net asset value per share	$	31.67	$	29.39

Market value per share (Note 2)	$	31.56	$	29.32

See accompanying notes to financial statements.

-52-

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (93% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 04/11/13	$	11,421,000	$	11,420,905
0.103% due 04/18/13		58,434,000		58,433,034
0.055% due 04/25/13†		174,497,000		174,492,929
0.105% due 05/16/13		23,258,000		23,256,401
0.079% due 06/27/13†		36,403,000		36,396,842

Total short-term U.S. government and agency obligations (cost $303,993,548)			$	304,000,111

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires May 2013		2,810	$	273,216,300	$	1,362,516

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index	04/08/13	$	136,569,546	$	8,318,017
Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index	04/08/13		70,834,560		4,601,585
Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	04/08/13		171,781,631		12,273,969

				$	25,193,571

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

††	Cash collateral in the amount of $13,909,500 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

^	The positions and counterparties herein are as of March 31, 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.

-53-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	63,274		$	13,088

Expenses
Management fee		840,387			647,729
Brokerage commissions		14,917			9,677

Total expenses		855,304			657,406

Net investment income (loss)		(792,030	)		(644,318	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		39,747,184			41,437
Swap agreements		26,817,141			15,502,698
Short-term U.S. government and agency obligations		(1,033	)		(142	)

Net realized gain (loss)		66,563,292			15,543,993

Change in net unrealized appreciation/depreciation on
Futures contracts		(20,597,894	)		6,217,460
Swap agreements		(8,140,049	)		2,872,168
Short-term U.S. government and agency obligations		(11,459	)		11,500

Change in net unrealized appreciation/depreciation		(28,749,402	)		9,101,128

Net realized and unrealized gain (loss)		37,813,890			24,645,121

Net income (loss)	$	37,021,860		$	24,000,803

Net income (loss) per weighted-average share	$	3.15		$	3.81

Weighted-average shares outstanding		11,755,281			6,298,071

See accompanying notes to financial statements.

-54-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 850,000 shares		24,265,179
Redemption of 7,000,000 shares		(218,628,671	)

Net addition (redemption) of (6,150,000) shares		(194,363,492	)


Net investment income (loss)		(792,030	)
Net realized gain (loss)		66,563,292
Change in net unrealized appreciation/depreciation		(28,749,402	)

Net income (loss)		37,021,860


Shareholders’ equity, at March 31, 2013	$	326,167,332

See accompanying notes to financial statements.

-55-

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	37,021,860		$	24,000,803
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		9,447,127			(290,132	)
Net sale (purchase) of short-term U.S. government and agency obligations		133,651,080			(6,043,146	)
Change in unrealized appreciation/depreciation on investments		8,151,508			(2,883,668	)
Decrease (Increase) in receivable on futures contracts		1,044,112			(505,200	)
Increase (Decrease) in management fee payable		97,262			11,429

Net cash provided by (used in) operating activities		189,412,949			14,290,086

Cash flow from financing activities
Proceeds from addition of shares		24,265,179			118,655,298
Payment on shares redeemed		(214,347,828	)		(132,934,115	)

Net cash provided by (used in) financing activities		(190,082,649	)		(14,278,817	)

Net increase (decrease) in cash		(669,700	)		11,269
Cash, beginning of period		2,198,932			495,671

Cash, end of period	$	1,529,232		$	506,940

See accompanying notes to financial statements.

-56-

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	2,829,011	$	3,385,764
Segregated cash balances with brokers for futures contracts		5,885,880		10,264,090
Short-term U.S. government and agency obligations (Note 3) (cost $53,700,121 and $64,312,441, respectively)		53,702,179		64,313,224

Total assets		62,417,070		77,963,078

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		10,216,786		—
Payable on open futures contracts		834,689		4,891,783
Management fee payable		111,505		51,925

Total liabilities		11,162,980		4,943,708

Shareholders’ equity
Shareholders’ equity		51,254,090		73,019,370

Total liabilities and shareholders’ equity	$	62,417,070	$	77,963,078

Shares outstanding		1,019,941		1,869,941

Net asset value per share	$	50.25	$	39.05

Market value per share (Note 2)	$	49.95	$	39.24

See accompanying notes to financial statements.

-57-

PROSHARES ULTRA DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (105% of shareholders’ equity)
U.S. Treasury Bills:
0.103% due 04/18/13	$	1,097,000	$	1,096,982
0.059% due 04/25/13		13,254,000		13,253,691
0.103% due 05/16/13		21,550,000		21,548,518
0.082% due 06/27/13		17,806,000		17,802,988

Total short-term U.S. government and agency obligations (cost $53,700,121)			$	53,702,179

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires May 2013		2,548	$	102,531,520	$	14,044,618

††	Cash collateral in the amount of $5,885,880 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

See accompanying notes to financial statements.

-58-

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	11,677		$	2,119

Expenses
Management fee		176,613			47,372
Brokerage commissions		32,935			16,074
Offering costs		—			6,619

Total expenses		209,548			70,065

Net investment income (loss)		(197,871	)		(67,946	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		5,748,194			(5,158,571	)
Short-term U.S. government and agency obligations		1,193			119

Net realized gain (loss)		5,749,387			(5,158,452	)

Change in net unrealized appreciation/depreciation on
Futures contracts		17,861,568			(15,543,310	)
Short-term U.S. government and agency obligations		1,275			830

Change in net unrealized appreciation/depreciation		17,862,843			(15,542,480	)

Net realized and unrealized gain (loss)		23,612,230			(20,700,932	)

Net income (loss)	$	23,414,359		$	(20,768,878	)

Net income (loss) per weighted-average share	$	12.31		$	(50.64	)

Weighted-average shares outstanding		1,902,163			410,112

See accompanying notes to financial statements.

-59-

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 1,000,000 shares		35,932,249
Redemption of 1,850,000 shares		(81,111,888	)

Net addition (redemption) of (850,000) shares		(45,179,639	)


Net investment income (loss)		(197,871	)
Net realized gain (loss)		5,749,387
Change in net unrealized appreciation/depreciation		17,862,843

Net income (loss)		23,414,359


Shareholders’ equity, at March 31, 2013	$	51,254,090

See accompanying notes to financial statements.

-60-

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	23,414,359		$	(20,768,878	)
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		4,378,210			(8,238,653	)
Net sale (purchase) of short-term U.S. government and agency obligations		10,612,320			(25,916,211	)
Change in unrealized appreciation/depreciation on investments		(1,275	)		(830	)
Change in offering cost		—			6,619
Increase (Decrease) in management fee payable		59,580			44,013
Increase (Decrease) in payable on futures contracts		(4,057,094	)		—

Net cash provided by (used in) operating activities		34,406,100			(54,873,940	)

Cash flow from financing activities
Proceeds from addition of shares		35,932,249			52,875,334
Payment on shares redeemed		(70,895,102	)		—

Net cash provided by (used in) financing activities		(34,962,853	)		52,875,334

Net increase (decrease) in cash		(556,753	)		(1,998,606	)
Cash, beginning of period		3,385,764			3,361,868

Cash, end of period	$	2,829,011		$	1,363,262

See accompanying notes to financial statements.

-61-

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	336,228	$	342,345
Segregated cash balances with brokers for futures contracts		11,880		14,850
Short-term U.S. government and agency obligations (Note 3) (cost $307,376,479 and $350,608,755, respectively)		307,384,042		350,624,904
Unrealized appreciation on forward agreements		9,222,440		—
Receivable on open futures contracts		—		3,980

Total assets		316,954,590		350,986,079

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		2,300		—
Management fee payable		489,309		279,269
Unrealized depreciation on forward agreements		—		15,652,058

Total liabilities		491,609		15,931,327

Shareholders’ equity
Shareholders’ equity		316,462,981		335,054,752

Total liabilities and shareholders’ equity	$	316,954,590	$	350,986,079

Shares outstanding		4,100,014		4,000,014

Net asset value per share	$	77.19	$	83.76

Market value per share (Note 2)	$	77.01	$	85.34

See accompanying notes to financial statements.

-62-

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (97% of shareholders’ equity)
U.S. Treasury Bills:
0.056% due 04/18/13†	$	45,428,000	$	45,427,249
0.050% due 04/25/13†		10,986,000		10,985,744
0.094% due 05/16/13†		104,672,000		104,664,804
0.076% due 06/27/13		146,331,000		146,306,245

Total short-term U.S. government and agency obligations (cost $307,376,479)			$	307,384,042

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, Expires June 2013		2	$	319,140	$	1,380

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	04/08/13	$	191,100	$	305,448,507	$	4,465,287
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	04/08/13		69,420		110,958,845		1,574,862
Forward agreements with Societe Generale S.A.based on 0.995 Fine Troy Ounce Gold	04/08/13		70,600		112,844,922		1,671,035
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	04/08/13		64,700		103,414,539		1,511,256

						$	9,222,440

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

††	Cash collateral in the amount of $11,880 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

^	The positions and counterparties herein are as of March 31, 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.

-63-

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended			Three months ended
	March 31, 2013			March 31, 2012
Investment Income
Interest	$	59,078		$	27,391

Expenses
Management fee		762,612			905,724
Brokerage commissions		16			16

Total expenses		762,628			905,740

Net investment income (loss)		(703,550	)		(878,349	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(33,500	)		(17,640	)
Forward agreements		(50,381,705	)		(29,841,156	)
Short-term U.S. government and agency obligations		2,659			113

Net realized gain (loss)		(50,412,546	)		(29,858,683	)

Change in net unrealized appreciation/depreciation on
Futures contracts		16,620			37,560
Forward agreements		24,874,498			76,424,334
Short-term U.S. government and agency obligations		(8,586	)		13,204

Change in net unrealized appreciation/depreciation		24,882,532			76,475,098

Net realized and unrealized gain (loss)		(25,530,014	)		46,616,415

Net income (loss)	$	(26,233,564	)	$	45,738,066

Net income (loss) per weighted-average share	$	(6.50	)	$	10.86

Weighted-average shares outstanding		4,034,458			4,213,201

See accompanying notes to financial statements.

-64-

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 100,000 shares		7,641,793


Net investment income (loss)		(703,550	)
Net realized gain (loss)		(50,412,546	)
Change in net unrealized appreciation/depreciation		24,882,532

Net income (loss)		(26,233,564	)


Shareholders’ equity, at March 31, 2013	$	316,462,981

See accompanying notes to financial statements.

-65-

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended			Three months ended
	March 31, 2013			March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(26,233,564	)	$	45,738,066
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		2,970			2,700
Net sale (purchase) of short-term U.S. government and agency obligations		43,232,276			8,741,989
Change in unrealized appreciation/depreciation on investments		(24,865,912	)		(76,437,538	)
Decrease (Increase) in receivable on futures contracts		3,980			(1,740	)
Increase (Decrease) in management fee payable		210,040			14,445
Increase (Decrease) in payable on futures contracts		2,300			—

Net cash provided by (used in) operating activities		(7,647,910	)		(21,942,078	)

Cash flow from financing activities
Proceeds from addition of shares		7,641,793			47,944,608
Payment on shares redeemed		—			(26,008,601	)

Net cash provided by (used in) financing activities		7,641,793			21,936,007

Net increase (decrease) in cash		(6,117	)		(6,071	)
Cash, beginning of period		342,345			400,533

Cash, end of period	$	336,228		$	394,462

See accompanying notes to financial statements.

-66-

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	755,432	$	890,051
Segregated cash balances with brokers for futures contracts		20,900		24,200
Short-term U.S. government and agency obligations (Note 3) (cost $754,938,086 and $891,006,493, respectively)		754,961,358		891,057,386
Receivable from capital shares sold		—		2,148,957
Receivable on open futures contracts		—		2,520

Total assets		755,737,690		894,123,114

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		2,890		—
Management fee payable		1,143,315		657,008
Unrealized depreciation on forward agreements		8,106,718		145,740,706

Total liabilities		9,252,923		146,397,714

Shareholders’ equity
Shareholders’ equity		746,484,767		747,725,400

Total liabilities and shareholders’ equity	$	755,737,690	$	894,123,114

Shares outstanding		19,400,028		17,400,028

Net asset value per share	$	38.48	$	42.97

Market value per share (Note 2)	$	37.75	$	44.10

See accompanying notes to financial statements.

-67-

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (101% of shareholders’ equity)
U.S. Treasury Bills:
0.069% due 04/11/13†	$	264,072,000	$	264,069,800
0.055% due 04/25/13†		144,956,000		144,952,618
0.105% due 05/16/13†		273,524,000		273,505,195
0.078% due 06/27/13†		72,446,000		72,433,745

Total short-term U.S. government and agency obligations (cost $754,938,086)			$	754,961,358

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires May 2013		2	$	283,230	$	(27,770	)

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	04/08/13	$	30,481,000	$	873,167,870	$	(4,807,077	)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	04/08/13		8,142,800		233,261,092		(1,237,902	)
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	04/08/13		8,742,000		250,425,955		(1,056,353	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	04/08/13		4,744,000		135,898,047		(1,005,386	)

						$	(8,106,718	)

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

††	Cash collateral in the amount of $20,900 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

^	The positions and counterparties herein are as of March 31, 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.

-68-

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	159,260		$	51,735

Expenses
Management fee		1,783,659			1,885,054
Brokerage commissions		8			8

Total expenses		1,783,667			1,885,062

Net investment income (loss)		(1,624,407	)		(1,833,327	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(32,140	)		(1,900	)
Forward agreements		(215,656,408	)		8,108,350
Short-term U.S. government and agency obligations		14,213			691

Net realized gain (loss)		(215,674,335	)		8,107,141

Change in net unrealized appreciation/depreciation on
Futures contracts		12,250			47,040
Forward agreements		137,633,988			132,861,743
Short-term U.S. government and agency obligations		(27,621	)		30,987

Change in net unrealized appreciation/depreciation		137,618,617			132,939,770

Net realized and unrealized gain (loss)		(78,055,718	)		141,046,911

Net income (loss)	$	(79,680,125	)	$	139,213,584

Net income (loss) per weighted-average share	$	(4.47	)	$	9.85

Weighted-average shares outstanding		17,831,695			14,130,248

See accompanying notes to financial statements.

-69-

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 2,150,000 shares		85,740,606
Redemption of 150,000 shares		(7,301,114	)

Net addition (redemption) of 2,000,000 shares		78,439,492


Net investment income (loss)		(1,624,407	)
Net realized gain (loss)		(215,674,335	)
Change in net unrealized appreciation/depreciation		137,618,617

Net income (loss)		(79,680,125	)


Shareholders’ equity, at March 31, 2013	$	746,484,767

See accompanying notes to financial statements.

-70-

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(79,680,125	)	$	139,213,584
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		3,300			9,410
Net sale (purchase) of short-term U.S. government and agency obligations		136,068,407			(111,408,608	)
Change in unrealized appreciation/depreciation on investments		(137,606,367	)		(132,892,730	)
Decrease (Increase) in receivable on futures contracts		2,520			6,000
Increase (Decrease) in management fee payable		486,307			131,385
Increase (Decrease) in payable on futures contracts		2,890			—

Net cash provided by (used in) operating activities		(80,723,068	)		(104,940,959	)

Cash flow from financing activities
Proceeds from addition of shares		87,889,563			166,445,210
Payment on shares redeemed		(7,301,114	)		(61,385,275	)

Net cash provided by (used in) financing activities		80,588,449			105,059,935

Net increase (decrease) in cash		(134,619	)		118,976
Cash, beginning of period		890,051			772,442

Cash, end of period	$	755,432		$	891,418

See accompanying notes to financial statements.

-71-

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	455,071	$	426,634
Segregated cash balances with brokers for futures contracts		133,650		158,400
Short-term U.S. government and agency obligations (Note 3) (cost $3,676,855 and $3,570,687, respectively)		3,676,902		3,570,894
Receivable on open futures contracts		—		12,000
Offering costs (Note 5)		12,019		22,128
Limitation by Sponsor		1,346		1,012

Total assets		4,278,988		4,191,068

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		22,982		—
Payable for offering costs		41,000		41,000

Total liabilities		63,982		41,000

Shareholders’ equity
Shareholders’ equity		4,215,006		4,150,068

Total liabilities and shareholders’ equity	$	4,278,988	$	4,191,068

Shares outstanding		100,005		100,005

Net asset value per share	$	42.15	$	41.50

Market value per share (Note 2)	$	42.55	$	41.45

See accompanying notes to financial statements.

-72-

PROSHARES ULTRA AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (87% of shareholders’ equity)
U.S. Treasury Bills:
0.055% due 04/11/13	$	82,000	$	81,999
0.051% due 04/18/13		3,096,000		3,095,949
0.065% due 04/25/13		10,000		10,000
0.105% due 05/16/13		370,000		369,974
0.070% due 06/27/13		119,000		118,980

Total short-term U.S. government and agency obligations (cost $3,676,855)			$	3,676,902

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires June 2013		81	$	8,385,930	$	124,930

††	Cash collateral in the amount of $133,650 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

See accompanying notes to financial statements.

-73-

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


	Three months ended March 31, 2013
Investment Income
Interest	$	646

Expenses
Brokerage commissions		362
Offering costs		10,110
Limitation by Sponsor		(334	)

Total expenses		10,138

Net investment income (loss)		(9,492	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(149,275	)
Short-term U.S. government and agency obligations		(95	)

Net realized gain (loss)		(149,370	)

Change in net unrealized appreciation/depreciation on
Futures contracts		223,960
Short-term U.S. government and agency obligations		(160	)

Change in net unrealized appreciation/depreciation		223,800

Net realized and unrealized gain (loss)		74,430

Net income (loss)	$	64,938

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

Weighted-average shares outstanding		100,005

*	Since the Fund commenced investment operations on July 17, 2012, the Statement of Operations for the three months ended March 31, 2012 has not been provided.

See accompanying notes to financial statements.

-74-

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Net investment income (loss)		(9,492	)
Net realized gain (loss)		(149,370	)
Change in net unrealized appreciation/depreciation		223,800

Net income (loss)		64,938


Shareholders’ equity, at March 31, 2013	$	4,215,006

See accompanying notes to financial statements.

-75-

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


	Three months ended March 31, 2013
Cash flow from operating activities
Net income (loss)	$	64,938
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		24,750
Net sale (purchase) of short-term U.S. government and agency obligations		(106,168	)
Change in unrealized appreciation/depreciation on investments		159
Decrease (Increase) in receivable on futures contracts		12,000
Decrease (Increase) in Limitation by Sponsor		(334	)
Change in offering cost		10,110
Increase (Decrease) in payable on futures contracts		22,982

Net cash provided by (used in) operating activities		28,437

Cash flow from financing activities
Net increase (decrease) in cash		28,437
Cash, beginning of period		426,634

Cash, end of period	$	455,071

*	Since the Fund commenced investment operations on July 17, 2012, the Statement of Cash Flows for the three months ended March 31, 2012 has not been provided.

See accompanying notes to financial statements.

-76-

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	235,561	$	240,086
Short-term U.S. government and agency obligations (Note 3) (cost $4,478,870 and $4,546,872, respectively)		4,478,920		4,546,944
Unrealized appreciation on foreign currency forward contracts		3,138		89,473

Total assets		4,717,619		4,876,503

Liabilities and shareholders’ equity
Liabilities
Management fee payable		7,418		3,873
Unrealized depreciation on foreign currency forward contracts		137,134		2,314

Total liabilities		144,552		6,187

Shareholders’ equity
Shareholders’ equity		4,573,067		4,870,316

Total liabilities and shareholders’ equity	$	4,717,619	$	4,876,503

Shares outstanding		200,014		200,014

Net asset value per share	$	22.86	$	24.35

Market value per share (Note 2)	$	22.92	$	24.32

See accompanying notes to financial statements.

-77-

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (98% of shareholders’ equity)
U.S. Treasury Bills:
0.056% due 04/18/13†	$	3,854,000	$	3,853,936
0.058% due 04/25/13†		579,000		578,987
0.105% due 05/16/13		46,000		45,997

Total short-term U.S. government and agency obligations (cost $4,478,870)			$	4,478,920

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International		04/05/13		3,381,925		$	4,335,001		$	(63,478	)
Euro with UBS AG		04/05/13		4,109,500			5,267,617			(73,656	)

									$	(137,134	)

Contracts to Sell
Euro with Goldman Sachs International		04/05/13		(66,800	)	$	(85,625	)	$	737
Euro with UBS AG		04/05/13		(287,400	)		(368,394	)		2,401

									$	3,138

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

^	The positions and counterparties herein are as of March 31, 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.

-78-

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013, AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	676		$	488

Expenses
Management fee		11,400			23,317

Total expenses		11,400			23,317

Net investment income (loss)		(10,724	)		(22,829	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(65,362	)		(249,576	)
Short-term U.S. government and agency obligations		14			1

Net realized gain (loss)		(65,348	)		(249,575	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(221,155	)		811,782
Short-term U.S. government and agency obligations		(22	)		402

Change in net unrealized appreciation/depreciation		(221,177	)		812,184

Net realized and unrealized gain (loss)		(286,525	)		562,609

Net income (loss)	$	(297,249	)	$	539,780

Net income (loss) per weighted-average share	$	(1.49	)	$	1.34

Weighted-average shares outstanding		200,014			403,860

See accompanying notes to financial statements.

-79-

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Net investment income (loss)		(10,724	)
Net realized gain (loss)		(65,348	)
Change in net unrealized appreciation/depreciation		(221,177	)

Net income (loss)		(297,249	)


Shareholders’ equity, at March 31, 2013	$	4,573,067

See accompanying notes to financial statements.

-80-

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013, AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(297,249	)	$	539,780
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		68,002			2,914,612
Change in unrealized appreciation/depreciation on investments		221,177			(812,184	)
Increase (Decrease) in management fee payable		3,545			1,045

Net cash provided by (used in) operating activities		(4,525	)		2,643,253

Cash flow from financing activities
Proceeds from addition of shares		—			1,209,580
Payment on shares redeemed		—			(3,730,012	)

Net cash provided by (used in) financing activities		—			(2,520,432	)

Net increase (decrease) in cash		(4,525	)		122,821
Cash, beginning of period		240,086			10,469

Cash, end of period	$	235,561		$	133,290

See accompanying notes to financial statements.

-81-

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	109,102	$	138,033
Short-term U.S. government and agency obligations (Note 3) (cost $3,534,876 and $4,587,701, respectively)		3,534,934		4,587,918
Unrealized appreciation on foreign currency forward contracts		—		13,523

Total assets		3,644,036		4,739,474

Liabilities and shareholders’ equity
Liabilities
Management fee payable		7,071		3,660
Unrealized depreciation on foreign currency forward contracts		70,562		507,819

Total liabilities		77,633		511,479

Shareholders’ equity
Shareholders’ equity		3,566,403		4,227,995

Total liabilities and shareholders’ equity	$	3,644,036	$	4,739,474

Shares outstanding		150,014		150,014

Net asset value per share	$	23.77	$	28.18

Market value per share (Note 2)	$	23.69	$	28.28

See accompanying notes to financial statements.

-82-

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (99% of shareholders’ equity)
U.S. Treasury Bills:
0.066% due 04/18/13†	$	3,395,000	$	3,394,944
0.105% due 05/16/13		140,000		139,990

Total short-term U.S. government and agency obligations (cost $3,534,876)			$	3,534,934

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International		04/05/13		359,404,200		$	3,817,676		$	(22,277	)
Yen with UBS AG		04/05/13		569,984,800			6,054,513			(35,869	)

									$	(58,146	)

Contracts to Sell
Yen with Goldman Sachs International		04/05/13		(6,969,600	)	$	(74,033	)	$	(583	)
Yen with UBS AG		04/05/13		(250,806,500	)		(2,664,126	)		(11,833	)

									$	(12,416	)

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

^	The positions and counterparties herein are as of March 31, 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.

-83-

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013, AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	826		$	372

Expenses
Management fee		10,886			12,183

Total expenses		10,886			12,183

Net investment income (loss)		(10,060	)		(11,811	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(1,217,971	)		(425,209	)
Short-term U.S. government and agency obligations		42			15

Net realized gain (loss)		(1,217,929	)		(425,194	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		423,734			(328,692	)
Short-term U.S. government and agency obligations		(159	)		202

Change in net unrealized appreciation/depreciation		423,575			(328,490	)

Net realized and unrealized gain (loss)		(794,354	)		(753,684	)

Net income (loss)	$	(804,414	)	$	(765,495	)

Net income (loss) per weighted-average share	$	(4.30	)	$	(5.10	)

Weighted-average shares outstanding		187,236			150,014

See accompanying notes to financial statements.

-84-

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 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)		(10,060	)
Net realized gain (loss)		(1,217,929	)
Change in net unrealized appreciation/depreciation		423,575

Net income (loss)		(804,414	)


Shareholders’ equity, at March 31, 2013	$	3,566,403

See accompanying notes to financial statements.

-85-

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013, AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(804,414	)	$	(765,495	)
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		1,052,825			529,440
Change in unrealized appreciation/depreciation on investments		(423,575	)		328,490
Increase (Decrease) in management fee payable		3,411			(506	)

Net cash provided by (used in) operating activities		(171,753	)		91,929

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		(28,931	)		91,929
Cash, beginning of period		138,033			5,798

Cash, end of period	$	109,102		$	97,727

See accompanying notes to financial statements.

-86-

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	3,253,058	$	2,989,958
Segregated cash balances with brokers for futures contracts		67,081,496		34,109,998
Short-term U.S. government and agency obligations (Note 3) (cost $152,933,255 and $144,057,296, respectively)		152,936,809		144,060,921
Receivable from capital shares sold		—		2,518,068

Total assets		223,271,363		183,678,945

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		2,163,532		14,374,851
Payable on open futures contracts		2,471,348		31,540,181
Management fee payable		249,004		106,449

Total liabilities		4,883,884		46,021,481

Shareholders’ equity
Shareholders’ equity		218,387,479		137,657,464

Total liabilities and shareholders’ equity	$	223,271,363	$	183,678,945

Shares outstanding		20,175,005		8,200,005

Net asset value per share	$	10.82	$	16.79

Market value per share (Note 2)	$	10.90	$	17.01

See accompanying notes to financial statements.

-87-

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (70% of shareholders’ equity)
U.S. Treasury Bills:
0.058% due 04/11/13	$	1,175,000	$	1,174,990
0.103% due 04/18/13		37,311,000		37,310,383
0.050% due 04/25/13		15,369,000		15,368,641
0.103% due 05/16/13		35,438,000		35,435,564
0.070% due 06/27/13		63,658,000		63,647,231

Total short-term U.S. government and agency obligations (cost $152,933,255)			$	152,936,809

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires April 2013		9,424	$	133,820,800	$	(7,254,355	)
VIX Futures - CBOE, expires May 2013		5,483		85,534,800		(1,091,705	)

					$	(8,346,060	)

††	Cash collateral in the amount of $67,081,496 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

See accompanying notes to financial statements.

-88-

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	24,328		$	6,804

Expenses
Management fee		351,671			147,269
Offering costs		—			1,090

Total expenses		351,671			148,359

Net investment income (loss)		(327,343	)		(141,555	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(55,408,949	)		(42,732,137	)
Short-term U.S. government and agency obligations		(1,762	)		(146	)

Net realized gain (loss)		(55,410,711	)		(42,732,283	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(8,124,641	)		(17,345,947	)
Short-term U.S. government and agency obligations		(71	)		2,603

Change in net unrealized appreciation/depreciation		(8,124,712	)		(17,343,344	)

Net realized and unrealized gain (loss)		(63,535,423	)		(60,075,627	)

Net income (loss)	$	(63,862,766	)	$	(60,217,182	)

Net income (loss) per weighted-average share	$	(4.69	)	$	(41.66	)

Weighted-average shares outstanding		13,623,616			1,445,609

See accompanying notes to financial statements.

-89-

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 15,800,000 shares		194,612,182
Redemption of 3,825,000 shares		(50,019,401	)

Net addition (redemption) of 11,975,000 shares		144,592,781


Net investment income (loss)		(327,343	)
Net realized gain (loss)		(55,410,711	)
Change in net unrealized appreciation/depreciation		(8,124,712	)

Net income (loss)		(63,862,766	)


Shareholders’ equity, at March 31, 2013	$	218,387,479

See accompanying notes to financial statements.

-90-

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(63,862,766	)	$	(60,217,182	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(32,971,498	)		(46,182,127	)
Net sale (purchase) of short-term U.S. government and agency obligations		(8,875,959	)		(43,831,648	)
Change in unrealized appreciation/depreciation on investments		71			(2,603	)
Decrease (Increase) in receivable on futures contracts		—			742,451
Change in offering cost		—			1,090
Increase (Decrease) in management fee payable		142,555			59,145
Increase (Decrease) in payable on futures contracts		(29,068,833	)		—

Net cash provided by (used in) operating activities		(134,636,430	)		(149,430,874	)

Cash flow from financing activities
Proceeds from addition of shares		197,130,250			190,857,830
Payment on shares redeemed		(62,230,720	)		(40,505,855	)

Net cash provided by (used in) financing activities		134,899,530			150,351,975

Net increase (decrease) in cash		263,100			921,101
Cash, beginning of period		2,989,958			563,350

Cash, end of period	$	3,253,058		$	1,484,451

See accompanying notes to financial statements.

-91-

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,287,189	$	2,063,715
Segregated cash balances with brokers for futures contracts		16,951,501		7,830,000
Short-term U.S. government and agency obligations (Note 3) (cost $49,700,662 and $79,927,870, respectively)		49,702,438		79,930,866
Receivable on open futures contracts		211,350		—

Total assets		68,152,478		89,824,581

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		50,571,549
Payable on open futures contracts		—		1,890,675
Management fee payable		80,028		59,365

Total liabilities		80,028		52,521,589

Shareholders’ equity
Shareholders’ equity		68,072,450		37,302,992

Total liabilities and shareholders’ equity	$	68,152,478	$	89,824,581

Shares outstanding		2,575,005		1,075,005

Net asset value per share	$	26.44	$	34.70

Market value per share (Note 2)	$	26.43	$	34.22

See accompanying notes to financial statements.

-92-

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (73% of shareholders’ equity)
U.S. Treasury Bills:
0.068% due 04/18/13	$	12,878,000	$	12,877,787
0.051% due 04/25/13		4,562,000		4,561,894
0.103% due 05/16/13		22,064,000		22,062,483
0.078% due 06/27/13		10,202,000		10,200,274

Total short-term U.S. government and agency obligations (cost $49,700,662)			$	49,702,438

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires July 2013		793	$	13,758,550	$	(580,020	)
VIX Futures - CBOE, expires August 2013		1,255		22,401,750		(970,169	)
VIX Futures - CBOE, expires September 2013		1,256		23,173,200		(300,190	)
VIX Futures - CBOE, expires October 2013		463		8,750,700		(26,050	)

					$	(1,876,429	)

††	Cash collateral in the amount of $16,951,501 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

See accompanying notes to financial statements.

-93-

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	7,320		$	6,086

Expenses
Management fee		104,816			210,264
Offering costs		—			682

Total expenses		104,816			210,946

Net investment income (loss)		(97,496	)		(204,860	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(10,260,171	)		(22,417,600	)
Short-term U.S. government and agency obligations		486			(2,490	)

Net realized gain (loss)		(10,259,685	)		(22,420,090	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(406,019	)		(5,041,600	)
Short-term U.S. government and agency obligations		(1,220	)		6,101

Change in net unrealized appreciation/depreciation		(407,239	)		(5,035,499	)

Net realized and unrealized gain (loss)		(10,666,924	)		(27,455,589	)

Net income (loss)	$	(10,764,420	)	$	(27,660,449	)

Net income (loss) per weighted-average share	$	(5.95	)	$	(18.31	)

Weighted-average shares outstanding		1,808,616			1,510,994

See accompanying notes to financial statements.

-94-

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 1,825,000 shares		51,106,840
Redemption of 325,000 shares		(9,572,962	)

Net addition (redemption) of 1,500,000 shares		41,533,878


Net investment income (loss)		(97,496	)
Net realized gain (loss)		(10,259,685	)
Change in net unrealized appreciation/depreciation		(407,239	)

Net income (loss)		(10,764,420	)


Shareholders’ equity, at March 31, 2013	$	68,072,450

See accompanying notes to financial statements.

-95-

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(10,764,420	)	$	(27,660,449	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(9,121,501	)		(26,948,953	)
Net sale (purchase) of short-term U.S. government and agency obligations		30,227,208			15,293,731
Change in unrealized appreciation/depreciation on investments		1,220			(6,101	)
Decrease (Increase) in receivable on futures contracts		(211,350	)		798,319
Decrease (Increase) in Limitation by Sponsor		—			2,481
Change in offering cost		—			682
Increase (Decrease) in management fee payable		20,663			81,412
Increase (Decrease) in payable on futures contracts		(1,890,675	)		—

Net cash provided by (used in) operating activities		8,261,145			(38,438,878	)

Cash flow from financing activities
Proceeds from addition of shares		51,106,840			52,467,040
Payment on shares redeemed		(60,144,511	)		(13,518,544	)

Net cash provided by (used in) financing activities		(9,037,671	)		38,948,496

Net increase (decrease) in cash		(776,526	)		509,618
Cash, beginning of period		2,063,715			627,557

Cash, end of period	$	1,287,189		$	1,137,175

See accompanying notes to financial statements.

-96-

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	2,471,674	$	1,790,825
Segregated cash balances with brokers for futures contracts		211,090,492		38,727,007
Short-term U.S. government and agency obligations (Note 3) (cost $118,784,627 and $97,445,279, respectively)		118,784,756		97,440,843
Unrealized appreciation on swap agreements		—		301,351
Receivable from capital shares sold		17,412,905		18,127,289

Total assets		349,759,827		156,387,315

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		35,907,787
Payable on open futures contracts		4,961,933		35,666,735
Management fee payable		401,498		96,661

Total liabilities		5,363,431		71,671,183

Shareholders’ equity
Shareholders’ equity		344,396,396		84,716,132

Total liabilities and shareholders’ equity	$	349,759,827	$	156,387,315

Shares outstanding		45,458,081		4,208,081

Net asset value per share	$	7.58	$	20.13

Market value per share (Note 2)	$	7.69	$	20.90

See accompanying notes to financial statements.

-97-

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (34% of shareholders’ equity)
U.S. Treasury Bills:
0.056% due 04/11/13	$	7,541,000	$	7,540,937
0.103% due 04/18/13		6,969,000		6,968,885
0.052% due 04/25/13		2,714,000		2,713,937
0.101% due 05/16/13		1,802,000		1,801,876
0.069% due 06/27/13		99,776,000		99,759,121

Total short-term U.S. government and agency obligations (cost $118,784,627)			$	118,784,756

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires April 2013		29,637	$	420,845,400	$	(15,417,639	)
VIX Futures - CBOE, expires May 2013		17,272		269,443,200		(3,319,482	)

					$	(18,737,121	)

††	Cash collateral in the amount of $211,090,492 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

See accompanying notes to financial statements.

-98-

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended March 31, 2013			Three months ended March 31, 2012
Investment Income
Interest	$	17,539		$	2,915

Expenses
Management fee		532,907			154,701
Brokerage commissions		557,337			182,674
Offering costs		—			7,152

Total expenses		1,090,244			344,527

Net investment income (loss)		(1,072,705	)		(341,612	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(118,236,966	)		(119,246,992	)
Swap agreements		(4,453,107	)		—
Short-term U.S. government and agency obligations		4,135			1,284

Net realized gain (loss)		(122,685,938	)		(119,245,708	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(20,794,183	)		(28,628,023	)
Swap agreements		(301,351	)		(4,983,410	)
Short-term U.S. government and agency obligations		4,565			1,052

Change in net unrealized appreciation/depreciation		(21,090,969	)		(33,610,381	)

Net realized and unrealized gain (loss)		(143,776,907	)		(152,856,089	)

Net income (loss)	$	(144,849,612	)	$	(153,197,701	)

Net income (loss) per weighted-average share (Note 1)	$	(6.26	)	$	(540.20	)

Weighted-average shares outstanding (Note 1)		23,130,303			283,597

See accompanying notes to financial statements.

-99-

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 62,100,000 shares		626,143,856
Redemption of 20,850,000 shares		(221,613,980	)

Net addition (redemption) of 41,250,000 shares		404,529,876


Net investment income (loss)		(1,072,705	)
Net realized gain (loss)		(122,685,938	)
Change in net unrealized appreciation/depreciation		(21,090,969	)

Net income (loss)		(144,849,612	)


Shareholders’ equity, at March 31, 2013	$	344,396,396

See accompanying notes to financial statements.

-100-

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended			Three months ended
	March 31, 2013			March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(144,849,612	)	$	(153,197,701	)
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		(172,363,485	)		(73,675,384	)
Net sale (purchase) of short-term U.S. government and agency obligations		(21,339,348	)		(40,191,164	)
Change in unrealized appreciation/depreciation on investments		296,786			4,982,358
Change in offering cost		—			7,152
Increase (Decrease) in management fee payable		304,837			135,725
Increase (Decrease) in payable on futures contracts		(30,704,802	)		(1,852,966	)

Net cash provided by (used in) operating activities		(368,655,624	)		(263,791,980	)

Cash flow from financing activities
Proceeds from addition of shares		626,858,240			343,734,212
Payment on shares redeemed		(257,521,767	)		(77,969,159	)

Net cash provided by (used in) financing activities		369,336,473			265,765,053

Net increase (decrease) in cash		680,849			1,973,073
Cash, beginning of period		1,790,825			2,972,032

Cash, end of period	$	2,471,674		$	4,945,105

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013
	(unaudited)		December 31, 2012
Assets
Cash	$	1,856,066	$	2,236,726
Segregated cash balances with brokers for futures contracts		21,073,502		20,731,497
Short-term U.S. government and agency obligations (Note 3) (cost $45,829,953 and $53,683,800, respectively)		45,830,843		53,686,352
Receivable from capital shares sold		—		13,232,678
Receivable on open futures contracts		472,022		5,524,721

Total assets		69,232,433		95,411,974

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		12,699,384
Management fee payable		82,626		48,957

Total liabilities		82,626		12,748,341

Shareholders’ equity
Shareholders’ equity		69,149,807		82,663,633

Total liabilities and shareholders’ equity	$	69,232,433	$	95,411,974

Shares outstanding		750,020		1,250,020

Net asset value per share	$	92.20	$	66.13

Market value per share (Note 2)	$	91.08	$	65.45

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations (66% of shareholders’ equity)
U.S. Treasury Bills:
0.103% due 04/18/13	$	1,862,000	$	1,861,969
0.108% due 04/25/13		99,000		98,998
0.096% due 05/16/13		12,929,000		12,928,111
0.072% due 06/27/13		30,947,000		30,941,765

Total short-term U.S. government and agency obligations (cost $45,829,953)			$	45,830,843

Futures Contracts Sold††


					Unrealized
	Number of		Notional Amount		Appreciation
	Contracts		at Value		(Depreciation)
VIX Futures - CBOE, expires April 2013		2,965	$	42,103,000	$	2,122,730
VIX Futures - CBOE, expires May 2013		1,718		26,800,800		265,986

					$	2,388,716

††	Cash collateral in the amount of $21,073,502 was pledged to cover margin requirements for open futures contracts as of March 31, 2013.

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended			Three months ended
	March 31, 2013			March 31, 2012
Investment Income
Interest	$	9,265		$	894

Expenses
Management fee		137,663			18,944
Brokerage commissions		85,021			28,829
Offering costs		—			7,152

Total expenses		222,684			54,925

Net investment income (loss)		(213,419	)		(54,031	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		25,204,111			6,857,840
Short-term U.S. government and agency obligations		76			(147	)

Net realized gain (loss)		25,204,187			6,857,693

Change in net unrealized appreciation/depreciation on
Futures contracts		3,775,891			815,550
Short-term U.S. government and agency obligations		(1,662	)		251

Change in net unrealized appreciation/depreciation		3,774,229			815,801

Net realized and unrealized gain (loss)		28,978,416			7,673,494

Net income (loss)	$	28,764,997		$	7,619,463

Net income (loss) per weighted-average share (Note 1)	$	40.61		$	25.21

Weighted-average shares outstanding (Note 1)		708,353			302,218

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 1,400,000 shares		116,697,172
Redemption of 1,900,000 shares		(158,975,995	)

Net addition (redemption) of (500,000) shares		(42,278,823	)


Net investment income (loss)		(213,419	)
Net realized gain (loss)		25,204,187
Change in net unrealized appreciation/depreciation		3,774,229

Net income (loss)		28,764,997


Shareholders’ equity, at March 31, 2013	$	69,149,807

See accompanying notes to financial statements.

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PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended			Three months ended
	March 31, 2013			March 31, 2012
Cash flow from operating activities
Net income (loss)	$	28,764,997		$	7,619,463
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		(342,005	)		(9,593,943	)
Net sale (purchase) of short-term U.S. government and agency obligations		7,853,847			(33,582,854	)
Change in unrealized appreciation/depreciation on investments		1,662			(251	)
Decrease (Increase) in receivable on futures contracts		5,052,699			—
Change in offering cost		—			7,152
Increase (Decrease) in management fee payable		33,669			18,944

Net cash provided by (used in) operating activities		41,364,869			(35,531,489	)

Cash flow from financing activities
Proceeds from addition of shares		129,929,850			101,916,545
Payment on shares redeemed		(171,675,379	)		(68,220,482	)

Net cash provided by (used in) financing activities		(41,745,529	)		33,696,063

Net increase (decrease) in cash		(380,660	)		(1,835,426	)
Cash, beginning of period		2,236,726			5,521,055

Cash, end of period	$	1,856,066		$	3,685,629

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION


	March 31, 2013
	(unaudited)		December 31, 2012
Assets
Cash	$	20,567,072	$	19,959,356
Segregated cash balances with brokers for futures contracts		346,819,231		141,659,913
Short-term U.S. government and agency obligations (Note 3) (cost $3,163,012,603 and $3,335,156,145, respectively)		3,163,088,076		3,335,285,580
Unrealized appreciation on swap agreements		25,308,618		33,783,473
Unrealized appreciation on forward agreements		9,489,041		23,037,541
Unrealized appreciation on foreign currency forward contracts		17,840,424		38,700,860
Receivable from capital shares sold		23,314,276		47,672,102
Receivable on open futures contracts		3,538,523		9,613,025
Offering costs (Note 5)		33,698		257,927
Limitation by Sponsor		8,355		5,373

Total assets		3,610,007,314		3,649,975,150

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		36,735,318		148,045,139
Payable on open futures contracts		9,659,415		74,986,160
Management fee payable		5,122,067		2,729,857
Payable for offering costs		123,000		316,900
Unrealized depreciation on swap agreements		11,461,333		5,913,328
Unrealized depreciation on forward agreements		11,364,313		161,392,764
Unrealized depreciation on foreign currency forward contracts		1,646,907		14,141,394

Total liabilities		76,112,353		407,525,542

Shareholders’ equity
Shareholders’ equity		3,533,894,961		3,242,449,608

Total liabilities and shareholders’ equity	$	3,610,007,314	$	3,649,975,150

Shares outstanding		147,262,067		97,287,082

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended			Three months ended
	March 31, 2013			March 31, 2012
Investment Income
Interest	$	578,920		$	214,629

Expenses
Management fee		7,770,731			8,103,425
Brokerage commissions		707,993			256,973
Offering costs		30,330			29,314
Limitation by Sponsor		(2,982	)		—

Total expenses		8,506,072			8,389,712

Net investment income (loss)		(7,927,152	)		(8,175,083	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(123,513,512	)		(178,348,949	)
Swap agreements		24,526,446			11,553,186
Forward agreements		(224,015,494	)		(58,982,945	)
Foreign currency forward contracts		92,653,284			58,990,807
Short-term U.S. government and agency obligations		19,135			(5,351	)

Net realized gain (loss)		(230,330,141	)		(166,793,252	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(27,784,632	)		(54,643,220	)
Swap agreements		(14,022,860	)		(1,904,525	)
Forward agreements		136,479,951			141,959,992
Foreign currency forward contracts		(8,365,949	)		(80,571,823	)
Short-term U.S. government and agency obligations		(53,962	)		140,272

Change in net unrealized appreciation/depreciation		86,252,548			4,980,696

Net realized and unrealized gain (loss)		(144,077,593	)		(161,812,556	)

Net income (loss)	$	(152,004,745	)	$	(169,987,639	)

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)


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

Addition of 92,625,000 shares		1,400,454,738
Redemption of 42,650,015^*shares		(957,004,640	)

Net addition (redemption) of 49,974,985 shares		443,450,098


Net investment income (loss)		(7,927,152	)
Net realized gain (loss)		(230,330,141	)
Change in net unrealized appreciation/depreciation		86,252,548

Net income (loss)		(152,004,745	)


Shareholders’ equity, at March 31, 2013	$	3,533,894,961

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

See accompanying notes to financial statements.

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PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)


	Three months ended			Three months ended
	March 31, 2013			March 31, 2012
Cash flow from operating activities
Net income (loss)	$	(152,004,745	)	$	(169,987,639	)
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		(205,159,318	)		(168,299,155	)
Net sale (purchase) of short-term U.S. government and agency obligations		172,143,542			(107,098,623	)
Change in unrealized appreciation/depreciation on investments		(114,037,180	)		(59,623,916	)
Decrease (Increase) in receivable on futures contracts		6,074,502			1,461,768
Change in offering cost		224,229			29,314
Decrease (Increase) in Limitation by Sponsor		(2,982	)		2,481
Increase (Decrease) in management fee payable		2,392,210			421,341
Increase (Decrease) in payable on futures contracts		(65,326,745	)		(1,852,966	)
Increase (Decrease) in payable for offering costs		(193,900	)		—

Net cash provided by (used in) operating activities		(355,890,387	)		(504,947,395	)

Cash flow from financing activities
Proceeds from addition of shares		1,424,812,564			1,481,523,745
Payment on shares redeemed^*		(1,068,314,461	)		(978,042,682	)

Net cash provided by (used in) financing activities		356,498,103			503,481,063

Net increase (decrease) in cash		607,716			(1,466,332	)
Cash, beginning of period		19,959,356			19,145,045

Cash, end of period	$	20,567,072		$	17,678,713

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

See accompanying notes to financial statements.

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PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

March 31, 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 currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of March 31, 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”. As of March 31, 2013, each of the New Funds had seed capital, but none of these Funds had commenced investment operations. On April 24 2013, the registered offerings for each of the New Funds, which had never been publicly offered, were terminated.

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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.

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.

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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. 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 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 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 Short VIX Short-Term Futures ETF	October 5, 2012	2-for-1 Share split	October 5, 2012

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

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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.

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 March 31, 2013, and represents non-segregated cash with the custodian and does not include short-term investments.

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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 March 31, 2013 were as follows. All times are Eastern Standard Time:


	NAV Calculation Time		NAV Calculation Date
UltraShort Silver, Ultra Silver		7:00 A.M.		March 28
UltraShort Gold, Ultra Gold		10:00 A.M.		March 28
UltraShort DJ-UBS Crude Oil, Ultra DJ-UBS Crude Oil		2:30 P.M.		March 28
UltraShort DJ-UBS Natural Gas, Ultra DJ-UBS Natural Gas		2:30 P.M.		March 28
UltraShort DJ-UBS Commodity, Ultra DJ-UBS Commodity		3:00 P.M.		March 28
UltraShort Australian Dollar, Ultra Australian Dollar		4:00 P.M.		March 28
Short Euro, UltraShort Euro, Ultra Euro		4:00 P.M.		March 28
UltraShort Yen, Ultra Yen		4:00 P.M.		March 28
VIX Short-Term Futures ETF, Ultra VIX Short-Term Futures ETF, Short VIX Short-Term Futures ETF		4:15 P.M.		March 28
VIX Mid-Term Futures ETF		4:15 P.M.		March 28

The Funds’ per Share NAV was calculated on March 28, 2013 due to a market holiday on Friday, March 29, 2013.

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 March 31, 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 March 31, 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 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.

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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 March 31, 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	$	3,062,812	$	—		$	—		$	—		$	(92,919	)	$	2,969,893
UltraShort DJ-UBS Crude Oil		145,473,612		231,524			—			—			(11,368,414	)		134,336,722
UltraShort DJ-UBS Natural Gas		21,193,216		(3,496,753	)		—			—			—			17,696,463
UltraShort Gold		108,157,077		(1,410	)		(3,246,282	)		—			—			104,909,385
UltraShort Silver		105,347,243		27,520			255,288			—			—			105,630,051
Short Euro		3,371,965		61,713			—			—			—			3,433,678
UltraShort Australian Dollar		3,329,970		(109,570	)		—			—			—			3,220,400
UltraShort Euro		507,190,542		—			—			13,665,449			—			520,855,991
UltraShort Yen		463,617,695		—			—			2,732,626			—			466,350,321
Ultra DJ-UBS Commodity		3,350,652		—			—			—			115,047			3,465,699
Ultra DJ-UBS Crude Oil		304,000,111		1,362,516			—			—			25,193,571			330,556,198
Ultra DJ-UBS Natural Gas		53,702,179		14,044,618			—			—			—			67,746,797
Ultra Gold		307,384,042		1,380			9,222,440			—			—			316,607,862
Ultra Silver		754,961,358		(27,770	)		(8,106,718	)		—			—			746,826,870
Ultra Australian Dollar		3,676,902		124,930			—			—			—			3,801,832
Ultra Euro		4,478,920		—			—			(133,996	)		—			4,344,924
Ultra Yen		3,534,934		—			—			(70,562	)		—			3,464,372
VIX Short-Term Futures ETF		152,936,809		(8,346,060	)		—			—			—			144,590,749
VIX Mid-Term Futures ETF		49,702,438		(1,876,429	)		—			—			—			47,826,009
Ultra VIX Short-Term Futures ETF		118,784,756		(18,737,121	)		—			—			—			100,047,635
Short VIX Short-Term Futures ETF		45,830,843		2,388,716			—			—			—			48,219,559

Total Trust	$	3,163,088,076	$	(14,352,196	)	$	(1,875,272	)	$	16,193,517		$	13,847,285		$	3,176,901,410

At March 31, 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.

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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

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.

Brokerage Commissions and Fees

Each Fund pays or will pay its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading

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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 three months ended March 31, 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 or will be treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is or will be required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

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.

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Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type.

Futures Contracts

The Funds enter into futures contracts to gain exposure to changes in the value of, or as a substitute for investing directly in (or shorting), an underlying index, currency or commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of asset at a specified time and place. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity, if applicable, or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery, or by cash settlement at expiration of contract.

Upon entering into a futures contract, each Fund is required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is effected. The initial margin is segregated as cash balances with brokers for futures contracts, as disclosed in the Statements of Financial Condition, and is restricted as to its use. The Funds that enter into futures contracts maintain collateral at the broker in the form of cash. Pursuant to the futures contract, each Fund generally agrees to receive from or pay to the broker(s) an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation margin and are recorded by each Fund as unrealized gains or losses. Each Fund will realize a gain or loss upon closing of a futures transaction.

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk or equity market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying index or commodity and the possibility of an illiquid market for a futures contract. With futures 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 Consumers 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

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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.

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 March 31, 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 March 31, 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 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 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.

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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 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 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 March 31, 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 March 31, 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 Crude Oil

231,524

Payable on open futures contracts, unrealized depreciation on swap and/or forward agreement

ProShares UltraShort DJ-UBS Commodity

92,919

ProShares UltraShort Silver

294,121

ProShares UltraShort DJ-UBS Crude Oil

11,368,414

ProShares Ultra DJ-UBS Commodity

115,047

ProShares UltraShort DJ-UBS Natural Gas

3,496,753

ProShares Ultra DJ-UBS Crude Oil

26,556,087

ProShares UltraShort Gold

3,247,692

ProShares Ultra DJ-UBS Natural Gas

14,044,618

ProShares UltraShort Silver

11,313

ProShares Ultra Gold

9,223,820

ProShares Ultra Silver

8,134,488

Foreign Exchange Contracts

Unrealized appreciation on foreign currency forward contracts and receivables on open futures contracts

ProShares Short Euro

61,713

Unrealized depreciation on foreign currency forward contracts and payable on open futures contracts

ProShares UltraShort

Australian Dollar

109,570

ProShares UltraShort Euro

15,104,660

ProShares UltraShort Euro

1,439,211

ProShares UltraShort Yen

2,732,626

ProShares Ultra Euro

137,134

ProShares Ultra

Australian Dollar

124,930

ProShares Ultra Yen

70,562

ProShares Ultra Euro

3,138

VIX Futures Contracts

Receivables on open futures contracts, unrealized appreciation on swap and/or forwards agreement

ProShares Short VIX Short-Term Futures ETF

2,388,716

Payable on open futures contracts, unrealized depreciation on swap and/or forwards agreement

ProShares VIX Short-Term Futures ETF

8,346,060

ProShares VIX Mid-Term Futures ETF

1,876,429

ProShares Ultra VIX Short-Term Futures ETF

18,737,121

Total Trust

70,881,000

Total Trust

57,067,666

*	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-

Fair Value of Derivative Instruments

as of December 31, 2012

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for
as hedging
instruments

Statements of
Financial
Condition
Location

Fund

Unrealized
Appreciation

Statements of
Financial
Condition
Location

Fund

Unrealized
Depreciation

Commodities Contracts

Receivables on open futures contracts, unrealized appreciation on swap and/or forward agreements

ProShares UltraShort DJ-UBS Commodity

148,502

Payable on open futures contracts, unrealized depreciation on swap and/or forward agreement

ProShares 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 UltraShort Euro

13,398,619

ProShares UltraShort Yen

38,346,817

ProShares UltraShort Yen

232,642

ProShares Ultra Euro

89,473

ProShares Ultra

Australian Dollar

99,030

ProShares Ultra Yen

13,523

ProShares Ultra Euro

2,314

ProShares Ultra Yen

507,819

VIX Futures Contracts

Receivables on open futures contracts, unrealized appreciation on swap and/or forwards agreement

ProShares VIX Short-Term Futures ETF

2,368,824

Payable on open futures contracts, unrealized depreciation on swap and/or forwards agreement

ProShares VIX Short-Term Futures ETF

2,590,243

ProShares 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.

-124-

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 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	$	308,498		$	(241,421	)
		ProShares UltraShort DJ-UBS Crude Oil		(6,125,158	)		(1,500,109	)
		ProShares UltraShort DJ-UBS Natural Gas		(1,773,421	)		(3,905,888	)
		ProShares UltraShort Gold		12,883,467			(6,992,788	)
		ProShares UltraShort Silver		29,204,512			(19,064,897	)
		ProShares Ultra DJ-UBS Commodity		(508,897	)		421,315
		ProShares Ultra DJ-UBS Crude Oil		66,564,325			(28,737,943	)
		ProShares Ultra DJ-UBS Natural Gas		5,748,194			17,861,568
		ProShares Ultra Gold		(50,415,205	)		24,891,118
		ProShares Ultra Silver		(215,688,548	)		137,646,238
Foreign Exchange Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Short Euro		(8,000	)		116,769
		ProShares UltraShort Australian Dollar		112,030			(195,160	)
		ProShares UltraShort Euro		(2,949,680	)		26,813,021
		ProShares UltraShort Yen		96,886,297			(35,381,549	)
		ProShares Ultra Australian Dollar		(149,275	)		223,960
		ProShares Ultra Euro		(65,362	)		(221,155	)
		ProShares Ultra Yen		(1,217,971	)		423,734

VIX Futures Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares VIX Short-Term Futures ETF		(55,408,949	)		(8,124,641	)
		ProShares VIX Mid-Term Futures ETF		(10,260,171	)		(406,019	)
		ProShares Ultra VIX Short-Term Futures ETF		(122,690,073	)		(21,095,534	)
		ProShares Short VIX Short-Term Futures ETF		25,204,111			3,775,891

		Total Trust	$	(230,349,276	)	$	86,306,510

-125-

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 2012


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares UltraShort DJ-UBS Commodity	$	74,310		$	(361,088	)
		ProShares UltraShort DJ-UBS Crude Oil		(3,831,611	)		(901,690	)
		ProShares UltraShort DJ-UBS Natural Gas		4,437,111			5,930,960
		ProShares UltraShort Gold		(1,545,985	)		(33,068,073	)
		ProShares UltraShort Silver		(35,684,414	)		(34,342,752	)
		ProShares Ultra DJ-UBS Commodity		(322,448	)		421,325
		ProShares Ultra DJ-UBS Crude Oil		15,544,135			9,089,628
		ProShares Ultra DJ-UBS Natural Gas		(5,158,571	)		(15,543,310	)
		ProShares Ultra Gold		(29,858,796	)		76,461,894
		ProShares Ultra Silver		8,106,450			132,908,783
Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation/ depreciation on foreign currency forward contracts	ProShares UltraShort Euro		38,812,588			(98,488,552	)
		ProShares UltraShort Yen		20,853,004			17,433,639
		ProShares Ultra Euro		(249,576	)		811,782
		ProShares Ultra Yen		(425,209	)		(328,692	)
VIX Futures Contracts	Net realized gain (loss) on futures contracts/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements	ProShares VIX Short-Term Futures ETF		(42,732,137	)		(17,345,947	)
		ProShares VIX Mid-Term Futures ETF		(22,417,600	)		(5,041,600	)
		ProShares Ultra VIX Short-Term Futures ETF		(119,246,992	)		(33,611,433	)
		ProShares Short VIX Short-Term Futures ETF		6,857,840			815,550

		Total Trust	$	(166,787,901	)	$	4,840,424

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 FASB 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.

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 March 31, 2013 and December 31, 2012:

-126-

ProShares UltraShort DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of March 31, 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 March 31, 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 March 31, 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	$	92,919	$	—	$	92,919

Total	$	92,919	$	—	$	92,919

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	64,434	$	(64,434	)	$	—	$	—
UBS AG		28,485		(28,485	)		—		—

Total	$	92,919	$	(92,919	)	$	—	$	—

-127-

ProShares UltraShort DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of March 31, 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

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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 March 31, 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*	$	1,350,973		—	$	1,350,973
Swap agreements		11,368,414		—		11,368,414

Total	$	12,719,387	$	—	$	12,719,387

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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.	$	1,350,973	$	—		$	(1,350,973	)	$	—
Goldman Sachs International		6,252,210		(6,252,210	)		—			—
Societe Generale S.A.		1,130,052		(1,130,052	)		—			—
UBS AG		3,986,152		(3,986,152	)		—			—

Total	$	12,719,387	$	(11,368,414	)	$	(1,350,973	)	$	—

*	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.

-128-

ProShares UltraShort DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of March 31, 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*	$	442,358	$	—	$	442,358

Total	$	442,358	$	—	$	442,358

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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.	$	442,358	$	—	$	—	$	442,358

Total	$	442,358	$	—	$	—	$	442,358

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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 March 31, 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.

-129-

ProShares UltraShort Gold

Offsetting of Financial Assets and Derivative Assets as of March 31, 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*		2,300		—		2,300

Total	$	2,300	$	—	$	2,300

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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.	$	2,300	$	—	$	—	$	2,300

Total	$	2,300	$	—	$	—	$	2,300

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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	$	3,246,282	$	—	$	3,246,282
Futures contracts*		—		—		—

Total	$	3,246,282	$	—	$	3,246,282

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	1,752,078	$	(1,752,078	)	$	—	$	—
Goldman Sachs International		589,404		(589,404	)		—		—
Societe Generale S.A.		460,599		(460,599	)		—		—
UBS AG		444,201		(444,201	)		—		—

Total	$	3,246,282	$	(3,246,282	)	$	—	$	—

*	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.

-130-

ProShares UltraShort Silver

Offsetting of Financial Assets and Derivative Assets as of March 31, 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	$	266,601	$	—	$	266,601
Futures contracts*		2,890		—		2,890

Total	$	269,491	$	—	$	269,491

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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.	$	2,890	$	—	$	—	$	2,890
Deutsche Bank AG		55,643		—		—		55,643
Goldman Sachs International		63,340		—		—		63,340
Societe Generale S.A.		147,618		—		—		147,618

Total	$	269,491	$	—	$	—	$	269,491

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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	$	11,313	$	—	$	11,313
Futures contracts*		—		—		—

Total	$	11,313	$	—	$	11,313

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	11,313	$	(11,313	)	$	—	$	—

Total	$	11,313	$	(11,313	)	$	—	$	—

*	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 Short Euro

Offsetting of Financial Assets and Derivative Assets as of March 31, 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 March 31, 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 March 31, 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*	$	12,300	$	—	$	12,300

Total	$	12,300	$	—	$	12,300

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	12,300	$	—	$	(12,300	)	$	—

Total	$	12,300	$	—	$	(12,300	)	$	—

*	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 UltraShort Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of March 31, 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*	$	21,300	$	—	$	21,300

Total	$	21,300	$	—	$	21,300

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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	$	21,300	$	—	$	—	$	21,300

Total	$	21,300	$	—	$	—	$	21,300

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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 March 31, 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-

ProShort UltraShort Euro

Offsetting of Financial Assets and Derivative Assets as of March 31, 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	$	15,104,660	$	—	$	15,104,660

Total	$	15,104,660	$	—	$	15,104,660

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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	$	7,182,101	$	—	$	—	$	7,182,101
UBS AG		7,922,559		—		—		7,922,559

Total	$	15,104,660	$	—	$	—	$	15,104,660

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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	$	1,439,211	$	—	$	1,439,211

Total	$	1,439,211	$	—	$	1,439,211

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	930,513	$	(930,513	)	$	—	$	—
UBS AG		508,698		(508,698	)		—		—

Total	$	1,439,211	$	(1,439,211	)	$	—	$	—

-134-

ProShares UltraShort Yen

Offsetting of Financial Assets and Derivative Assets as of March 31, 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	$	2,732,626	$	—	$	2,732,626

Total	$	2,732,626	$	—	$	2,732,626

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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	$	1,222,105	$	—	$	—	$	1,222,105
UBS AG		1,510,521		—		—		1,510,521

Total	$	2,732,626	$	—	$	—	$	2,732,626

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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

—

-135-

ProShares Ultra DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of March 31, 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	$	115,047	$	—	$	115,047

Total	$	115,047	$	—	$	115,047

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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	$	63,644	$	—	$	—	$	63,644
UBS AG		51,403		—		—		51,403

Total	$	115,047	$	—	$	—	$	115,047

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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 March 31, 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

—

-136-

ProShares Ultra DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of March 31, 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*	$	2,386,303	$	—	$	2,386,303
Swap agreements		25,193,571		—		25,193,571

Total	$	27,579,874	$	—	$	27,579,874

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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.	$	2,386,303	$	—	$	—	$	2,386,303
Goldman Sachs International		8,318,017		—		—		8,318,017
Societe Generale S.A.		4,601,585		—		—		4,601,585
UBS AG		12,273,969		—		—		12,273,969

Total	$	27,579,874	$	—	$	—	$	27,579,874

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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.

-137-

ProShares Ultra DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of March 31, 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 March 31, 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 March 31, 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*	$	834,689	$	—	$	834,689

Total	$	834,689	$	—	$	834,689

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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.	$	834,689	$	—	$	(834,689	)	$	—

Total	$	834,689	$	—	$	(834,689	)	$	—

*	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 Gold

Offsetting of Financial Assets and Derivative Assets as of March 31, 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	$	9,222,440	$	—	$	9,222,440
Futures contracts*		—		—		—

Total	$	9,222,440		—	$	9,222,440

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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	$	4,465,287	$	—	$	—	$	4,465,287
Goldman Sachs International		1,574,862		—		—		1,574,862
Societe Generale S.A.		1,671,035		—		—		1,671,035
UBS AG		1,511,256		—		—		1,511,256

Total	$	9,222,440	$	—	$	—	$	9,222,440

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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*		2,300		—		2,300

Total	$	2,300	$	—	$	2,300

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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.	$	2,300	$	—	$	(2,300	)	$	—

Total	$	2,300	$	—	$	(2,300	)	$	—

*	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 Silver

Offsetting of Financial Assets and Derivative Assets as of March 31, 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*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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 March 31, 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	$	8,106,718	$	—	$	8,106,718
Futures contracts*		2,890		—		2,890

Total	$	8,109,608	$	—	$	8,109,608

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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.	$	2,890	$	—		$	(2,890	)	$	—
Deutsche Bank AG		4,807,077		(4,807,077	)		—			—
Goldman Sachs International		1,237,902		(1,237,902	)		—			—
Societe Generale S.A.		1,056,353		(1,056,353	)		—			—
UBS AG		1,005,386		(1,005,386	)		—			—

Total	$	8,109,608	$	(8,106,718	)	$	(2,890	)	$	—

*	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 Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of March 31, 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 March 31, 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 March 31, 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*	$	22,982	$	—	$	22,982

Total	$	22,982	$	—	$	22,982

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	22,982	$	—	$	(22,982	)	$	—

Total	$	22,982	$	—	$	(22,982	)	$	—

*	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 Euro

Offsetting of Financial Assets and Derivative Assets as of March 31, 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	$	3,138	$	—	$	3,138

Total	$	3,138	$	—	$	3,138

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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	$	737	$	—	$	—	$	737
UBS AG		2,401		—		—		2,401

Total	$	3,138	$	—	$	—	$	3,138

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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	$	137,134	$	—	$	137,134

Total	$	137,134	$	—	$	137,134

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	63,478	$	(63,478	)	$	—	$	—
UBS AG		73,656		(73,656	)		—		—

Total	$	137,134	$	(137,134	)	$	—	$	—

-142-

ProShares Ultra Yen

Offsetting of Financial Assets and Derivative Assets as of March 31, 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

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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 March 31, 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	$	70,562	$	—	$	70,562

Total	$	70,562	$	—	$	70,562

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	22,860	$	(22,860	)	$	—	$	—
UBS AG		47,702		(47,702	)		—		—

Total	$	70,562	$	(70,562	)	$	—	$	—

-143-

ProShares VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of March 31, 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 March 31, 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 March 31, 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*	$	2,471,348	$	—	$	2,471,348

Total	$	2,471,348	$	—	$	2,471,348

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	2,471,348	$	—	$	(2,471,348	)	$	—

Total	$	2,471,348	$	—	$	(2,471,348	)	$	—

*	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.

-144-

ProShares VIX Mid-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of March 31, 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*	$	211,350	$	—	$	211,350

Total	$	211,350	$	—	$	211,350

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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	$	211,350	$	—	$	—	$	211,350

Total	$	211,350	$	—	$	—	$	211,350

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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 March 31, 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.

-145-

ProShares Ultra VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of March 31, 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 March 31, 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 March 31, 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*	$	4,961,933	$	—	$	4,961,933

Total	$	4,961,933	$	—	$	4,961,933

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of March 31, 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	$	4,961,933	$	—	$	(4,961,933	)	$	—

Total	$	4,961,933	$	—	$	(4,961,933	)	$	—

*	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 Short VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of March 31, 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*	$	472,022	$	—	$	472,022

Total	$	472,022	$	—	$	472,022

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of March 31, 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	$	472,022	$	—	$	—	$	472,022

Total	$	472,022	$	—	$	—	$	472,022

Offsetting of Financial Liabilities and Derivative Liabilities as of March 31, 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 March 31, 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.

-147-

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:

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 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

—

-148-

ProShares UltraShort 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*

—

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
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*	$	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 Condition		Financial Instruments			Cash Collateral Pledged			Net 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.

-149-

ProShares UltraShort 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*	$	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 Condition		Financial Instruments		Cash Collateral Received		Net 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:

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.

-150-

ProShares UltraShort 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	$	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 Condition		Financial Instruments		Cash Collateral 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:


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*		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 Condition		Financial Instruments		Cash Collateral 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.

-151-

ProShares UltraShort 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	$	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 Condition		Financial Instruments		Cash Collateral 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:


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*		2,520		—		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 Condition		Financial Instruments		Cash Collateral 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.

-152-

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:

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.

-153-

ProShares UltraShort 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*

—

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*	$	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 Condition		Financial Instruments		Cash Collateral 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.

-154-

ProShares UltraShort 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	$	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 Condition		Financial Instruments		Cash Collateral 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:


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	$	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 Condition		Financial Instruments			Cash Collateral Pledged		Net 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	)	$	—	$	—

-155-

ProShares UltraShort 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	$	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 Condition		Financial Instruments		Cash Collateral 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:


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	$	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 Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
UBS AG	$	232,642	$	(232,642	)	$	—	$	—

Total	$	232,642	$	(232,642	)	$	—	$	—

-156-

ProShares Ultra 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

—

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
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 Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
Goldman Sachs International	$	198,117	$	(198,117	)	$	—	$	—
UBS AG		108,151		(108,151	)		—		—

Total	$	306,268	$	(306,268	)	$	—	$	—

-157-

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.

-158-

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.

-159-

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.

-160-

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.

-161-

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.

-162-

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	)	$	—	$	—

-163-

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

-164-

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.

-165-

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.

-166-

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.

-167-

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.

-168-

NOTE 4 – AGREEMENTS

Management Fee

Each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund pays or will pay the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. Each Matching VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of its average daily NAV of such Fund. The Sponsor did not and will not charge its fee in the first year of operation of each Fund in an amount equal to the organization and offering costs. The Sponsor reimbursed or will reimburse each Fund to the extent that its offering costs exceed the Management Fee for the first year of operations. The Management Fee is or will be paid in consideration of the Sponsor’s services as commodity pool operator, and for managing the business and affairs of the Funds. From the Management Fee, the Sponsor pays or will pay the fees and expenses of the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent and any index licensors for the Funds , the routine operational, administrative and other ordinary expenses of each Fund, and the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations, including, but not limited to, expenses such as tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees, individual K-1 preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses. For the three months ended March 31, 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 or will be paid on behalf of the Funds by the Sponsor.

The Custodian

BBH&Co. serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into a Custodian Agreement in connection therewith. Pursuant to the terms of the Custodian Agreement, BBH&Co. is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BBH&Co. by the Funds. The Custodian’s fees are or will be paid on behalf of the Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”), serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI.

-169-

Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor pays or will pay all of the routine operational, administrative and other ordinary expenses of each Fund generally, as determined by the Sponsor including, but not limited to, fees and expenses of the Administrator, Custodian, Distributor, PDI, Transfer Agent, accounting and auditing fees and expenses, tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund, FINRA filing fees, individual Schedule K-1 preparation and mailing fees not exceeding 0.10% per annum of the NAV of a Fund, and report preparation and mailing expenses.

Non-Recurring Fees and Expenses

Each Fund pays or will pay all non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

NOTE 5 – 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 or will issue and redeem Shares from time to time, but only in one or more Creation Units. A Creation Unit is or will be a block of 50,000 Shares of a Geared Fund 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.

-170-

Transaction fees for the three months ended March 31, 2013, which are included in the Sale and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:


	Three Months Ended
Fund	March 31, 2013
UltraShort DJ-UBS Commodity	$	—
UltraShort DJ-UBS Crude Oil		25,356
UltraShort DJ-UBS Natural Gas		2,081
UltraShort Gold		5,859
UltraShort Silver		13,038
Short Euro		—
UltraShort Australian Dollar		—
UltraShort Euro		—
UltraShort Yen		—
Ultra DJ-UBS Commodity		283
Ultra DJ-UBS Crude Oil		53,244
Ultra DJ-UBS Natural Gas		11,710
Ultra Gold		1,715
Ultra Silver		20,251
Ultra Australian Dollar		—
Ultra Euro		—
Ultra Yen		—
VIX Short-Term Futures ETF		—
VIX Mid-Term Futures ETF		—
Ultra VIX Short-Term Futures ETF		213,290
Short VIX Short-Term Futures ETF		32,376

Total Trust	$	379,203

-171-

NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended March 31, 2013:

For the Three Months Ended March 31, 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		$	25.5351		$	63.8688		$	51.3951		$	37.6285		$	37.8081

Net investment income (loss)		(0.1143	)		(0.0850	)		(0.0641	)		(0.1428	)		(0.1068	)		(0.0840	)		(0.0867	)
Net realized and unrealized gain (loss)		1.1149			(3.7437	)		(7.5049	)		4.1421			2.7733			1.0874			(0.8315	)
Change in net asset value from operations		1.0006			(3.8287	)		(7.5690	)		3.9993			2.6665			1.0034			(0.9182	)
Net asset value, at March 31, 2013	$	55.1027		$	36.4792		$	17.9661		$	67.8681		$	54.0616		$	38.6319		$	36.8899

Market value per share, at December 31, 2012†	$	51.64		$	40.44		$	25.41		$	62.60		$	50.07		$	37.64		$	37.74
Market value per share, at March 31, 2013†	$	51.14		$	36.62		$	18.06		$	68.01		$	55.02		$	38.65		$	36.41

Total Return, at net asset value^		1.8	%		(9.5	)%		(29.6	)%		6.3	%		5.2	%		2.7	%		(2.4	)%
Total Return, at market value^		(1.0	)%		(9.4	)%		(28.9	)%		8.6	%		9.9	%		2.7	%		(3.5	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.97	)%		(1.21	)%		(0.95	)%		(0.95	)%		(0.96	)%		(0.99	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.86	)%		(0.90	)%		(1.15	)%		(0.88	)%		(0.87	)%		(0.91	)%		(0.94	)%

†	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 March 31, 2013.

**	Percentages are annualized.

-172-

For the Three Months Ended March 31, 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)		(0.0411	)		(0.1244	)		(0.0535	)		(0.0674	)		(0.1040	)		(0.1744	)		(0.0911	)
Net realized and unrealized gain (loss)		1.0374			8.3770			(0.7240	)		2.3426			11.3070			(6.4032	)		(4.4031	)
Change in net asset value from operations		0.9963			8.2526			(0.7775	)		2.2752			11.2030			(6.5776	)		(4.4942	)
Net asset value, at March 31, 2013	$	20.0135		$	59.0103		$	23.6100		$	31.6693		$	50.2520		$	77.1858		$	38.4785

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 March 31, 2013†	$	20.00		$	59.00		$	23.92		$	31.56		$	49.95		$	77.01		$	37.75

Total Return, at net asset value^		5.2	%		16.3	%		(3.2	)%		7.7	%		28.7	%		(7.9	)%		(10.5	)%
Total Return, at market value^		5.2	%		16.2	%		0.0	%		7.6	%		27.3	%		(9.8	)%		(14.4	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.95	)%		(0.97	)%		(1.13	)%		(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	)%		(0.89	)%		(0.90	)%		(1.06	)%		(0.88	)%		(0.87	)%

†	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 March 31, 2013.

**	Percentages are annualized.

-173-

For the Three Months Ended March 31, 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		$	16.7875		$	34.7003		$	20.1318		$	66.1298

Net investment income (loss)		(0.0949	)		(0.0536	)		(0.0537	)		(0.0240	)		(0.0539	)		(0.0464	)		(0.3013	)
Net realized and unrealized gain (loss)		0.7443			(1.4326	)		(4.3565	)		(5.9388	)		(8.2105	)		(12.5093	)		26.3688
Change in net asset value from operations		0.6494			(1.4862	)		(4.4102	)		(5.9628	)		(8.2644	)		(12.5557	)		26 .0675
Net asset value, at March 31, 2013	$	42.1480		$	22.8637		$	23.7738		$	10.8247		$	26.4359		$	7.5761		$	92.1973

Market value per share, at December 31, 2012†	$	41.45		$	24.32		$	28.28		$	17.01		$	34.22		$	20.90		$	65.45
Market value per share, at March 31, 2013†	$	42.55		$	22.92		$	23.69		$	10.90		$	26.43		$	7.69		$	91.08

Total Return, at net asset value^		1.6	%		(6.1	)%		(15.6	)%		(35.5	)%		(23.8	)%		(62.4	)%		39.4	%
Total Return, at market value^		2.7	%		(5.8	)%		(16.2	)%		(35.9	)%		(22.8	)%		(63.2	)%		39.2	%

Ratios to Average Net Assets**

Expense ratio		(0.99	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(1.94	)%		(1.54	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.92	)%		(0.89	)%		(0.88	)%		(0.79	)%		(0.79	)%		(1.91	)%		(1.47	)%

†	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 March 31, 2013.

**	Percentages are annualized.

-174-

Selected data for a Share outstanding throughout the three months ended March 31, 2012:

For the Three Months Ended March 31, 2012 (unaudited)


Per Share Operating Performance	UltraShort DJ-UBS Commodity			UltraShort DJ-UBS Crude Oil			UltraShort DJ-UBS Natural Gas*			UltraShort Gold*			UltraShort Silver			UltraShort Euro			UltraShort Yen
Net asset value, at December 31, 2011	$	56.9207		$	38.8151		$	23.8053		$	82.7114		$	76.6771		$	20.3357		$	40.9557

Net investment income (loss)		(0.1219	)		(0.0823	)		(0.1081	)		(0.1556	)		(0.1245	)		(0.0457	)		(0.0990	)
Net realized and unrealized gain (loss)		(1.7902	)		(3.4880	)		25.2447			(14.8151	)		(24.1170	)		(1.3187	)		6.1883
Change in net asset value from operations		(1.9121	)		(3.5703	)		25.1366			(14.9707	)		(24.2415	)		(1.3644	)		6.0893
Net asset value, at March 31, 2012	$	55.0086		$	35.2448		$	48.9419		$	67.7407		$	52.4356		$	18.9713		$	47.0450

Market value per share, at December 31, 2011†	$	56.19		$	38.69		$	23.96		$	79.24		$	79.35		$	20.35		$	40.95
Market value per share, at March 31, 2012†	$	54.71		$	35.16		$	49.35		$	67.24		$	52.75		$	18.97		$	47.05

Total Return, at net asset value^		(3.4	)%		(9.2	)%		105.6	%		(18.1	)%		(31.6	)%		(6.7	)%		14.9	%
Total Return, at market value^		(2.6	)%		(9.1	)%		106.0	%		(15.1	)%		(33.5	)%		(6.8	)%		14.9	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.97	)%		(1.36	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.92	)%		(0.94	)%		(1.34	)%		(0.93	)%		(0.92	)%		(0.93	)%		(0.92	)%

*	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 March 31, 2012.

**	Percentages are annualized.

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For the Three Months Ended March 31, 2012 (unaudited)


Per Share Operating Performance	Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra DJ-UBS Natural Gas*			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2011	$	25.8805		$	40.8828		$	101.9786		$	75.9066		$	43.1903		$	23.8860		$	36.4704

Net investment income (loss)		(0.0629	)		(0.1023	)		(0.1657	)		(0.2085	)		(0.1297	)		(0.0565	)		(0.0787	)
Net realized and unrealized gain (loss)		0.2837			2.0318			(64.1194	)		12.0919			11.8333			1.4163			(5.0241	)
Change in net asset value from operations		0.2208			1.9295			(64.2851	)		11.8834			11.7036			1.3598			(5.1028	)
Net asset value, at March 31, 2012	$	26.1013		$	42.8123		$	37.6935		$	87.7900		$	54.8939		$	25.2458		$	31.3676

Market value per share, at December 31, 2011†	$	25.64		$	40.94		$	101.35		$	79.01		$	41.65		$	23.87		$	36.50
Market value per share, at March 31, 2012†	$	25.90		$	42.91		$	37.40		$	88.40		$	54.46		$	25.21		$	31.36

Total Return, at net asset value^		0.9	%		4.7	%		(63.0	)%		15.7	%		27.1	%		5.7	%		(14.0	)%
Total Return, at market value^		1.0	%		4.8	%		(63.1	)%		11.9	%		30.8	%		5.6	%		(14.1	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.96	)%		(1.23	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.93	)%		(0.94	)%		(1.20	)%		(0.92	)%		(0.92	)%		(0.93	)%		(0.92	)%

*	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 March 31, 2012.

**	Percentages are annualized.

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For the Three Months Ended March 31, 2012 (unaudited)


Per Share Operating Performance	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	$	76.3738		$	74.1396		$	741.0464		$	25.8664

Net investment income (loss)		(0.0979	)		(0.1356	)		(1.2046	)		(0.1788	)
Net realized and unrealized gain (loss)		(40.7796	)		(18.0538	)		(596.8653	)		23.7982
Change in net asset value from operations		(40.8775	)		(18.1894	)		(598.0699	)		23.6194
Net asset value, at March 31, 2012	$	35.4963		$	55.9502		$	142.9765		$	49.4858

Market value per share, at December 31, 2011†	$	75.74		$	74.13		$	729.60		$	26.14
Market value per share, at March 31, 2012†	$	35.77		$	56.74		$	145.60		$	49.07

Total Return, at net asset value^		(53.5	)%		(24.5	)%		(80.7	)%		91.3	%
Total Return, at market value^		(52.8	)%		(23.5	)%		(80.0	)%		87.7	%

Ratios to Average Net Assets**

Expense ratio		(0.85	)%		(0.85	)%		(2.02	)%		(2.00	)%
Expense ratio, excluding brokerage commissions		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.81	)%		(0.83	)%		(2.01	)%		(1.97	)%

*	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 March 31, 2012.

**	Percentages are annualized.

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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), 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 instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of derivatives and commission costs; (5) holding instruments traded in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; and (10) accounting standards.

A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark may prevent such Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions or extreme market volatility will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., -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.

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.

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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.

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

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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. Oral argument on plaintiffs’ appeal before the United States Court of Appeals for the Second Circuit was held on May 2, 2013. The Trust believes the complaint is without merit and that the anticipated outcome will not adversely impact the operation of the Trust or any of its Funds. Accordingly, no loss contingency has been recorded in the balance sheet and the amount of loss, if any, cannot be reasonably estimated at this time.

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 currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of March 31, 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.

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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.

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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.

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.

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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 months ended March 31, 2013 and 2012, each of the Funds earned interest income as follows:


Fund	Interest Income Three Months Ended March 31, 2013		Interest Income Three Months Ended March 31, 2012


ProShares UltraShort DJ-UBS Commodity	$	725	$	681
ProShares UltraShort DJ-UBS Crude Oil		25,309		10,125
ProShares UltraShort DJ-UBS Natural Gas		2,401		863
ProShares UltraShort Gold		15,757		6,919
ProShares UltraShort Silver		22,355		15,324
ProShares Short Euro		514		—
ProShares UltraShort Australian Dollar		498		—
ProShares UltraShort Euro		87,230		47,729
ProShares UltraShort Yen		69,492		20,571
ProShares Ultra DJ-UBS Commodity		750		525
ProShares Ultra DJ-UBS Crude Oil		63,274		13,088
ProShares Ultra DJ-UBS Natural Gas		11,677		2,119
ProShares Ultra Gold		59,078		27,391
ProShares Ultra Silver		159,260		51,735
ProShares Ultra Australian Dollar		646		—
ProShares Ultra Euro		676		488
ProShares Ultra Yen		826		372
ProShares VIX Short-Term Futures ETF		24,328		6,804
ProShares VIX Mid-Term Futures ETF		7,320		6,086
ProShares Ultra VIX Short-Term Futures ETF		17,539		2,915
ProShares Short VIX Short-Term Futures ETF		9,265		894

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).

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Results of Operations for the Three Months Ended March 31, 2013 Compared to the Three Months Ended March 31, 2012

ProShares UltraShort DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	3,245,965		$	9,107,146
NAV end of period	$	3,305,997		$	8,801,218
Percentage change in NAV		1.8	%		(3.4	)%
Shares outstanding beginning of period		59,997			159,997
Shares outstanding end of period		59,997			159,997
Percentage change in shares outstanding		0.0	%		0.0	%
Shares created		—			—
Shares redeemed		—			—
Per share NAV beginning of period	$	54.10		$	56.92
Per share NAV end of period	$	55.10		$	55.01
Percentage change in per share NAV		1.8	%		(3.4	)%
Percentage change in benchmark		(1.1	)%		0.9	%
Benchmark annualized volatility		8.2	%		12.9	%

During the three months ended March 31, 2013, there was no net change in the Fund’s outstanding Shares. 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 three months ended March 31, 2013. By comparison, during the three months ended March 31, 2012, there was no net change in the Fund’s outstanding Shares. 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 Commodity Index during the three months ended March 31, 2012.

For the three months ended March 31, 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 1.8% for the three months ended March 31, 2013, as compared to the decrease of 3.4% for the three months ended March 31, 2012, was primarily due to appreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 6, 2013 at $56.68 per Share and reached its low for the period on January 30, 2013 at $51.04 per Share. By comparison, during the three months ended March 31, 2012, the Fund’s per share NAV reached its high for the period on January 13, 2012 at $56.82 per Share and reached its low for the period on February 24, 2012 at $50.01 per Share.

The benchmark’s decline of 1.1% for the three months ended March 31, 2013, as compared to the benchmark’s rise of 0.9% for the three months ended March 31, 2012, can be attributed to depreciation of the underlying components of the index during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012



Net investment income (loss)	$	(6,860	)	$	(19,503	)
Management fee		7,585			20,184
Net realized gain (loss)		308,500			74,310
Change in net unrealized appreciation/depreciation		(241,608	)		(360,735	)
Net income (loss)	$	60,032		$	(305,928	)

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The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a decrease in the Fund’s benchmark index from the three months ended March 31, 2012 to the three months ended March 31, 2013.

ProShares UltraShort DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012


NAV beginning of period	$	89,481,266		$	144,389,893
NAV end of period	$	141,172,634		$	154,017,609
Percentage change in NAV		57.8	%		6.7	%
Shares outstanding beginning of period		2,219,944			3,719,944
Shares outstanding end of period		3,869,944			4,369,944
Percentage change in shares outstanding		74.3	%		17.5	%
Shares created		2,350,000			2,300,000
Shares redeemed		700,000			1,650,000
Per share NAV beginning of period	$	40.31		$	38.82
Per share NAV end of period	$	36.48		$	35.24
Percentage change in per share NAV		(9.5	)%		(9.2	)%
Percentage change in benchmark		4.2	%		3.1	%
Benchmark annualized volatility		14.4	%		21.5	%

During the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 2,219,944 outstanding Shares at December 31, 2012 to 3,869,944 outstanding Shares at March 31, 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 three months ended March 31, 2012, the increase in the Fund’s NAV resulted from an increase from 3,719,944 outstanding Shares at December 31, 2011 to 4,369,944 outstanding Shares at March 31, 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 inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM.

For the three months ended March 31, 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 9.5% for the three months ended March 31, 2013, as compared to the decrease of 9.2% for the three months ended March 31, 2012, was primarily due to depreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 4, 2013 at $42.25 per Share and reached its low for the period on January 30, 2013 at $35.62 per Share. By comparison, during the three months ended March 31, 2012, the Fund’s per share NAV reached its high for the period on February 2, 2012 at $40.44 per Share and reached its low for the period on February 24, 2012 at $31.27 per Share.

-187-

The benchmark’s rise of 4.2% for the three months ended March 31, 2013, as compared to the benchmark’s rise of 3.1% for the three months ended March 31, 2012, can be attributed to an increase in the price of WTI Crude Oil during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

Net investment income (loss)	$	(321,310	)	$	(335,925	)
Management fee		339,584			340,146
Brokerage commission		7,035			5,904
Net realized gain (loss)		(6,125,829	)		(3,832,402	)
Change in net unrealized appreciation/depreciation		(1,501,047	)		(894,661	)
Net income (loss)	$	(7,948,186	)	$	(5,062,988	)

The Fund’s net income decreased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a greater increase in the price of WTI Crude Oil during the three months ended March 31, 2013.

ProShares UltraShort DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	12,768,340		$	7,142,310
NAV end of period	$	25,153,019		$	22,025,304
Percentage change in NAV		97.0	%		208.4	%
Shares outstanding beginning of period		500,030			300,030
Shares outstanding end of period		1,400,030			450,030
Percentage change in shares outstanding		180.0	%		50.0	%
Shares created		950,000			450,000
Shares redeemed		50,000			300,000
Per share NAV beginning of period	$	25.54		$	23.81
Per share NAV end of period	$	17.97		$	48.94
Percentage change in per share NAV		(29.6	)%		105.6	%
Percentage change in benchmark		15.0	%		(37.0	)%
Benchmark annualized volatility		31.2	%		51.3	%

During the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 500,030 outstanding Shares at December 31, 2012 to 1,400,030 outstanding Shares at March 31, 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 Natural Gas Subindex^SM. By comparison, during the three months ended March 31, 2012, the increase in the Fund’s NAV resulted primarily 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. The increase in the Fund’s NAV also resulted in part from an increase from 300,030 outstanding Shares at December 31, 2011 to 450,030 outstanding Shares at March 31, 2012.

-188-

29.6% for the three months ended March 31, 2013, as compared to the increase of 105.6% for the three months ended March 31, 2012, was primarily due to depreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 9, 2013 at $29.20 per Share and reached its low for the period on March 27, 2013 at $17.59 per Share. By comparison, during the three months ended March 31, 2012, the Fund’s per share NAV reached its high for the period on March 30, 2012 at $48.94 per Share and reached its low for the period on January 4, 2012 at $22.06 per Share.

The benchmark’s rise of 15.0% for the three months ended March 31, 2013, as compared to the benchmark’s decline of 37.0% for the three months ended March 31, 2012 can be attributed to an increase in the price of Henry Hub Natural Gas during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

Net investment income (loss)	$	(43,566	)	$	(44,543	)
Management fee		36,143			25,021
Brokerage commission		9,824			13,766
Offering costs		—			6,619
Net realized gain (loss)		(1,773,525	)		4,436,944
Change in net unrealized appreciation/depreciation		(3,906,112	)		5,931,348
Net income (loss)	$	(5,723,203	)	$	10,323,749

The Fund’s net income decreased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to an increase in the price of Henry Hub Natural Gas during the three months ended March 31, 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 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 March 31, 2013 and 2012:


	Three Months			Three Months
	Ended March 31,			Ended March 31,
	2013			2012
NAV beginning of period	$	92,416,742		$	198,298,571
NAV end of period	$	104,990,435		$	147,165,003
Percentage change in NAV		13.6	%		(25.8	%)
Shares outstanding beginning of period		1,446,978			2,397,475
Shares outstanding end of period		1,546,978			2,172,475
Percentage change in shares outstanding		6.9	%		(9.4	%)
Shares created		250,000			—
Shares redeemed		150,000			225,000
Per share NAV beginning of period	$	63.87		$	82.71

-189-


	Three Months			Three Months
	Ended March 31,			Ended March 31,
	2013			2012
Per share NAV end of period	$	67.87		$	67.74
Percentage change in per share NAV		6.3	%		(18.1	%)
Percentage change in benchmark		(3.6	)%		8.6	%
Benchmark annualized volatility		11.3	%		20.5	%

During the three months ended March 31, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 1,446,978 outstanding Shares at December 31, 2012 to 1,546,978 outstanding Shares at March 31, 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 three months ended March 31, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,397,475 outstanding Shares at December 31, 2011 to 2,172,475 outstanding Shares at March 31, 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 three months ended March 31, 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 6.3% for the three months ended March 31, 2013, as compared to the decrease of 18.1% for the three months ended March 31, 2012, was primarily due to appreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on February 22, 2013 at $69.97 per Share and reached its low for the period on January 2, 2013 at $61.07 per Share. By comparison, during the three months ended March 31, 2012, the Fund’s per share NAV reached its high for the period on January 3, 2012 at $75.46 per Share and reached its low for the period on February 28, 2012 at $59.66 per Share.

The benchmark’s decline of 3.6% for the three months ended March 31, 2013, as compared to the benchmark’s rise of 8.6% for the three months ended March 31, 2012, can be attributed to a decrease in the price of spot gold in U.S. Dollar terms during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months			Three Months
	Ended March 31,			Ended March 31,
	2013			2012

Net investment income (loss)	$	(210,717	)	$	(342,867	)
Management fee		226,458			349,769
Brokerage commission		16			17
Net realized gain (loss)		12,883,068			(1,545,961	)
Change in net unrealized appreciation/depreciation		(6,991,988	)		(33,061,365	)
Net income (loss)	$	5,680,363		$	(34,950,193	)

The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a decrease in the price of spot gold in U.S. Dollar terms during the three months ended March 31, 2013.

-190-

*	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 March 31, 2013 and 2012:


	Three Months			Three Months
	Ended March 31,			Ended March 31,
	2013			2012
NAV beginning of period	$	100,656,703		$	246,813,921
NAV end of period	$	105,879,128		$	199,196,161
Percentage change in NAV		5.2	%		(19.3	%)
Shares outstanding beginning of period		1,958,489			3,218,874
Shares outstanding end of period		1,958,489			3,798,874
Percentage change in shares outstanding		0.0	%		18.0	%
Shares created		600,000			3,190,000
Shares redeemed		600,000			2,610,000
Per share NAV beginning of period	$	51.40		$	76.68
Per share NAV end of period	$	54.06		$	52.44
Percentage change in per share NAV		5.2	%		(31.6	%)
Percentage change in benchmark		(4.4	%)		15.1	%
Benchmark annualized volatility		23.4	%		35.1	%

During the three months ended March 31, 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 silver bullion as measured by the U.S. Dollar fixing price for delivery in London. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to March 31, 2013. By comparison, during the three months ended March 31, 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 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 3,218,874 outstanding Shares at December 31, 2011 to 3,798,874 outstanding Shares at March 31, 2012.

For the three months ended March 31, 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 5.2% for the three months ended March 31, 2013, as compared to the decrease of 31.6% for the three months ended March 31, 2012, was primarily due to appreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 1, 2013 at $56.91 per Share and reached its low for the period on January 23, 2013 at $43.72 per Share. By comparison, during the three months ended March 31, 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 4.4% for the three months ended March 31, 2013, as compared to the benchmark’s rise of 15.1% for the three months ended March 31, 2012, can be attributed to a decrease in the price of spot silver in U.S. Dollar terms during the three months ended March 31, 2013.

-191-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months			Three Months
	Ended March 31,			Ended March 31,
	2013			2012

Net investment income (loss)	$	(228,180	)	$	(487,831	)
Management fee		250,527			503,147
Brokerage commission		8			8
Net realized gain (loss)		29,205,653			(35,686,088	)
Change in net unrealized appreciation/depreciation		(19,068,251	)		(34,331,945	)
Net income (loss)	$	9,909,222		$	(70,505,864	)

The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a decrease in the price of spot silver in U.S. Dollar terms during the three months ended March 31, 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, a comparison of the Fund’s results of operations for the three months ended March 31, 2012 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013:


	Three Months Ended
	March 31, 2013
NAV beginning of period	$	3,763,040
NAV end of period	$	3,863,386
Percentage change in NAV		2.7	%
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	$	37.63
Per share NAV end of period	$	38.63
Percentage change in per share NAV		2.7	%
Percentage change in benchmark		(2.9	%)
Benchmark annualized volatility		8.6	%

For the period ended March 31, 2013, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark.

-192-

During the three months ended March 31, 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.

The benchmark’s decline of 2.9% for the three months ended March 31, 2013, can be attributed to a decrease in the value of the Euro versus the U.S. Dollar during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013:


	Three Months Ended
	March 31, 2013

Net investment income (loss)	$	(8,405	)
Brokerage commission		116
Offering costs		10,110
Limitation by Sponsor		(1,307	)
Net realized gain (loss)		(7,858	)
Change in net unrealized appreciation/depreciation		116,609
Net income (loss)	$	100,346

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 March 31, 2012 has not been provided.

The following table provides summary performance information for the Fund for the three months ended March 31, 2013:


	Three Months Ended
	March 31, 2013
NAV beginning of period	$	3,780,999
NAV end of period	$	3,689,176
Percentage change in NAV		(2.4	)%
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	$	37.81
Per share NAV end of period	$	36.89
Percentage change in per share NAV		(2.4	)%
Percentage change in benchmark		0.1	%
Benchmark annualized volatility		6.7	%

During the three months ended March 31, 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 Australian Dollar versus the U.S. Dollar. There was no net change in outstanding Shares from December 31, 2012 to March 31, 2013.

For the period ended March 31, 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 March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 4, 2013 at $38.76 per Share and reached its low for the period on January 10, 2013 at $36.24 per Share.

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The benchmark’s rise of 0.1% for the three months ended March 31, 2013, can be attributed to a rise in the value of the Australian Dollar versus the U.S. Dollar during the period ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013:


	Three Months Ended
	March 31, 2013

Net investment income (loss)	$	(8,669	)
Brokerage commission		398
Offering costs		10,110
Limitation by Sponsor		(1,341	)
Net realized gain (loss)		112,165
Change in net unrealized appreciation/depreciation		(195,319	)
Net income (loss)	$	(91,823	)

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended			Three Months Ended
	March 31, 2013			March 31, 2012
NAV beginning of period	$	526,778,026		$	1,100,159,546
NAV end of period	$	516,348,251		$	819,560,440
Percentage change in NAV		(2.0	)%		(25.5	)%
Shares outstanding beginning of period		27,700,014			54,100,014
Shares outstanding end of period		25,800,014			43,200,014
Percentage change in shares outstanding		(6.9	)%		(20.1	)%
Shares created		2,100,000			2,150,000
Shares redeemed		4,000,000			13,050,000
Per share NAV beginning of period	$	19.02		$	20.34
Per share NAV end of period	$	20.01		$	18.97
Percentage change in per share NAV		5.2	%		(6.7	)%
Percentage change in benchmark		(2.9	)%		3.1	%
Benchmark annualized volatility		8.6	%		9.5	%

During the three months ended March 31, 2013, the decrease in the Fund’s NAV resulted from a decrease from 27,700,014 outstanding Shares at December 31, 2012 to 25,800,014 outstanding Shares at March 31, 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 three months ended March 31, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 54,100,014 outstanding Shares at December 31, 2011 to 43,200,014 outstanding Shares at March 31, 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 Euro versus the U.S. Dollar.

For the three months ended March 31, 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 5.2% for the three months ended March 31, 2013, as compared to the per Share NAV decrease of 6.7% for the three months ended March 31, 2012 was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended March 31, 2013.

-194-

During the three months ended March 31, 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 three months ended March 31, 2012, the Fund’s per share NAV reached its high for the period on January 13, 2012 at $21.13 per Share and reached its low for the period on February 24, 2012 at $18.67 per Share.

The benchmark’s decline of 2.9% for the three months ended March 31, 2013, as compared to the benchmark’s rise of 3.1% for the three months ended March 31, 2012, can be attributed to a decline in the value of the Euro versus the U.S. Dollar during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended			Three Months Ended
	March 31, 2013			March 31, 2012

Net investment income (loss)	$	(1,093,113	)	$	(2,152,538	)
Management fee		1,180,343			2,200,267
Net realized gain (loss)		(2,950,073	)		38,810,852
Change in net unrealized appreciation/depreciation		26,812,281			(98,451,110	)
Net income (loss)	$	22,769,095		$	(61,792,796	)

The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a decline in the value of the Euro versus the U.S. Dollar for the three months ended March 31, 2013.

ProShares UltraShort Yen*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended			Three Months Ended
	March 31, 2013			March 31, 2012
NAV beginning of period	$	408,563,630		$	221,131,994
NAV end of period	$	472,040,826		$	279,884,802
Percentage change in NAV		15.5	%		26.6	%
Shares outstanding beginning of period		8,049,294			5,399,294
Shares outstanding end of period		7,999,294			5,949,294
Percentage change in shares outstanding		(0.6	)%		10.2	%
Shares created		1,100,000			1,850,000
Shares redeemed		1,150,000			1,300,000
Per share NAV beginning of period	$	50.76		$	40.96
Per share NAV end of period	$	59.01		$	47.05
Percentage change in per share NAV		16.3	%		14.9	%
Percentage change in benchmark		(7.9	)%		(7.0	)%
Benchmark annualized volatility		12.3	%		8.4	%

During the three months ended March 31, 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 spot price of the Japanese Yen versus the U.S. Dollar. The increase in the Fund’s NAV was offset by a decrease from 8,049,294 outstanding Shares at December 31, 2012 to 7,999,294 outstanding Shares at March 31, 2013. By comparison, during the three months ended March 31, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 5,399,294 outstanding Shares at December 31, 2011 to 5,949,294 outstanding Shares at March 31, 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 spot price of the Japanese Yen versus the U.S. Dollar.

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For the three months ended March 31, 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 16.3% for the three months ended March 31, 2013, as compared to the increase of 14.9% for the three months ended March 31, 2012 was primarily due to a greater appreciation in the value of the assets held by the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 11, 2013 at $61.78 per Share and reached its low for the period on January 8, 2013 at $51.09 per Share. By comparison, during the three months ended March 31, 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.

The benchmark’s decline of 7.9% for the three months ended March 31, 2013, as compared to the benchmark’s decline of 7.0% for the three months ended March 31, 2012, can be attributed to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended			Three Months Ended
	March 31, 2013			March 31, 2012

Net investment income (loss)	$	(935,606	)	$	(569,225	)
Management fee		1,005,098			589,796
Net realized gain (loss)		96,885,635			20,852,699
Change in net unrealized appreciation/depreciation		(35,385,357	)		17,443,625
Net income (loss)	$	60,564,672		$	37,727,099

The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended March 31, 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 Yen Fund.

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended			Three Months Ended
	March 31, 2013			March 31, 2012
NAV beginning of period	$	6,097,211		$	9,058,529
NAV end of period	$	4,722,331		$	9,135,820
Percentage change in NAV		(22.5	)%		0.9	%
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	%

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	Three Months Ended			Three Months Ended
	March 31, 2013			March 31, 2012
Shares created		—			—
Shares redeemed		50,000			—
Per share NAV beginning of period	$	24.39		$	25.88
Per share NAV end of period	$	23.61		$	26.10
Percentage change in per share NAV		(3.2	)%		0.9	%
Percentage change in benchmark		(1.1	)%		0.9	%
Benchmark annualized volatility		8.2	%		12.9	%

During the three months ended March 31, 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 March 31, 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 three months ended March 31, 2012, there was no net change in the Fund’s outstanding Shares. 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 Dow Jones-UBS Commodity Index.

For the three months ended March 31, 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 3.2% for the three months ended March 31, 2013, as compared to the increase of 0.9% for the three months ended March 31, 2012, was primarily due to depreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 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 March 6, 2013 at $23.05 per Share. By comparison, during the three months ended March 31, 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 March 29, 2012 at $25.39 per Share.

The benchmark’s decline of (1.1)% for the three months ended March 31, 2013, as compared to the benchmark’s rise of 0.9% for the three months ended March 31, 2012, can be attributed to depreciation of the underlying components of the index during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended			Three Months Ended
	March 31, 2013			March 31, 2012

Net investment income (loss)	$	(11,629	)	$	(22,013	)
Management fee		12,379			22,538
Net realized gain (loss)		(508,881	)		(322,448	)
Change in net unrealized appreciation/depreciation		421,243			421,752
Net income (loss)	$	(99,267	)	$	77,291

The Fund’s net income decreased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a decrease in the Fund’s benchmark index from the three months ended March 31, 2012 to the three months ended March 31, 2013.

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ProShares Ultra DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	483,508,964		$	251,395,322
NAV end of period	$	326,167,332		$	271,822,707
Percentage change in NAV		(32.5	)%		8.1	%
Shares outstanding beginning of period		16,449,170			6,149,170
Shares outstanding end of period		10,299,170			6,349,170
Percentage change in shares outstanding		(37.4	)%		3.3	%
Shares created		850,000			3,200,000
Shares redeemed		7,000,000			3,000,000
Per share NAV beginning of period	$	29.39		$	40.88
Per share NAV end of period	$	31.67		$	42.81
Percentage change in per share NAV		7.7	%		4.7	%
Percentage change in benchmark		4.2	%		3.1	%
Benchmark annualized volatility		14.4	%		21.5	%

During the three months ended March 31, 2013, the decrease in the Fund’s NAV resulted from a decrease from 16,449,170 outstanding Shares at December 31, 2012 to 10,299,170 outstanding Shares at March 31, 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 three months ended March 31, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 6,149,170 outstanding Shares at December 31, 2011 to 6,349,170 outstanding Shares at March 31, 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 WTI Crude Oil Subindex^SM.

For the three months ended March 31, 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 7.7% for the three months ended March 31, 2013, as compared to the increase of 4.7% for the three months ended March 31, 2012, was primarily due to appreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 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 March 4, 2013 at $27.55 per Share. By comparison, during the three months ended March 31, 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 February 2, 2012 at $38.54 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

Net investment income (loss)	$	(792,030	)	$	(644,318	)
Management fee		840,387			647,729
Brokerage commission		14,917			9,677
Net realized gain (loss)		66,563,292			15,543,993
Change in net unrealized appreciation/depreciation		(28,749,402	)		9,101,128
Net income (loss)	$	37,021,860		$	24,000,803

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The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a greater increase in the price of WTI Crude Oil during the three months ended March 31, 2013.

ProShares Ultra DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	73,019,370		$	4,079,349
NAV end of period	$	51,254,090		$	36,185,805
Percentage change in NAV		(29.8	)%		787.0	%
Shares outstanding beginning of period		1,869,941			40,002
Shares outstanding end of period		1,019,941			960,002
Percentage change in shares outstanding		(45.5	)%		2,299.9	%
Shares created		1,000,000			920,000
Shares redeemed		1,850,000			—
Per share NAV beginning of period	$	39.05		$	101.98
Per share NAV end of period	$	50.25		$	37.69
Percentage change in per share NAV		28.7	%		(63.0	)%
Percentage change in benchmark		15.0	%		(37.0	)%
Benchmark annualized volatility		31.2	%		51.3	%

During the three months ended March 31, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,869,941 outstanding Shares at December 31, 2012 to 1,019,941 outstanding Shares at March 31, 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 Natural Gas Subindex^SM. By comparison, during the three months ended March 31, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 40,002 outstanding Shares at December 31, 2011 to 960,002 outstanding Shares at March 31, 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 three months ended March 31, 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 28.7% for the three months ended March 31, 2013, as compared to the decrease of 63.0% for the three months ended March 31, 2012, was primarily due to appreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $51.37 per Share and reached its low for the period on January 9, 2013 at $33.68 per Share. By comparison, during the three months ended March 31, 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 March 30, 2012 at $37.69 per Share

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The benchmark’s rise of 15.0% for the three months ended March 31, 2013, as compared to the benchmark’s decline of 37.0% for the three months ended March 31, 2012, can be attributed to an increase in the price of Henry Hub Natural Gas during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

Net investment income (loss)	$	(197,871	)	$	(67,946	)
Management fee		176,613			47,372
Brokerage commission		32,935			16,074
Offering costs		—			6,619
Net realized gain (loss)		5,749,387			(5,158,452	)
Change in net unrealized appreciation/depreciation		17,862,843			(15,542,480	)
Net income (loss)	$	23,414,359		$	(20,768,878	)

The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to an increase in the price of Henry Hub Natural Gas during the three months ended March 31, 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 March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	335,054,752		$	326,399,360
NAV end of period	$	316,462,981		$	381,887,918
Percentage change in NAV		(5.5	%)		17.0	%
Shares outstanding beginning of period		4,000,014			4,300,014
Shares outstanding end of period		4,100,014			4,350,014
Percentage change in shares outstanding		2.5	%		1.2	%
Shares created		100,000			400,000
Shares redeemed		—			350,000
Per share NAV beginning of period	$	83.76		$	75.91
Per share NAV end of period	$	77.19		$	87.79
Percentage change in per share NAV		(7.9	%)		15.7	%
Percentage change in benchmark		(3.6	)%		8.6	%
Benchmark annualized volatility		11.3	%		20.5	%

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(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 also resulted in part from an increase from 4,300,014 outstanding Shares at December 31, 2011 to 4,350,014 outstanding Shares at March 31, 2012.

For the three months ended March 31, 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 7.9% for the three months ended March 31, 2013, as compared to the increase of 15.7% for the three months ended March 31, 2012, was primarily due to the depreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 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 March 6, 2013 at $74.98 per Share. By comparison, during the three months ended March 31, 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 January 3, 2012 at $82.51 per Share.

The benchmark’s decline of 3.6% for the three months ended March 31, 2013, as compared to the benchmark’s rise of 8.6% for the three months ended March 31, 2012, can be attributed to decrease in the price of spot gold in U.S. Dollar terms during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

Net investment income (loss)	$	(703,550	)	$	(878,349	)
Management fee		762,612			905,724
Brokerage commission		16			16
Net realized gain (loss)		(50,412,546	)		(29,858,683	)
Change in net unrealized appreciation/depreciation		24,882,532			76,475,098
Net income (loss)	$	(26,233,564	)	$	45,738,066

The Fund’s net income decreased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a decrease in the price of spot gold in U.S. Dollar terms during the three months ended March 31, 2013.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	747,725,400		$	606,824,420
NAV end of period	$	746,484,767		$	845,367,293
Percentage change in NAV		(0.2	%)		39.3	%
Shares outstanding beginning of period		17,400,028			14,050,028
Shares outstanding end of period		19,400,028			15,400,028

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	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Percentage change in shares outstanding		11.5	%		9.6	%
Shares created		2,150,000			2,550,000
Shares redeemed		150,000			1,200,000
Per share NAV beginning of period	$	42.97		$	43.19
Per share NAV end of period	$	38.48		$	54.89
Percentage change in per share NAV		(10.5	%)		27.1	%
Percentage change in benchmark		(4.4)	%		15.1	%
Benchmark annualized volatility		23.4	%		35.1	%

During the three months ended March 31, 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 17,400,028 outstanding Shares at December 31, 2012 to 19,400,028 outstanding Shares at March 31, 2013. By comparison, during the three months ended March 31, 2012, the increase in the Fund’s NAV resulted primarily 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 increase in the Fund’s NAV also resulted in part from an increase from 14,050,028 outstanding Shares at December 31, 2011 to 15,400,028 outstanding Shares at March 31, 2012.

For the three months ended March 31, 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 10.5% for the three months ended March 31, 2013, as compared to the increase of 27.1% for the three months ended March 31, 2012, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 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 March 1, 2013 at $36.97 per Share. By comparison, during the three months ended March 31, 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 January 3, 2012 at $45.01 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

Net investment income (loss)	$	(1,624,407	)	$	(1,833,327	)
Management fee		1,783,659			1,885,054
Brokerage commission		8			8
Net realized gain (loss)		(215,674,335	)		8,107,141
Change in net unrealized appreciation/depreciation		137,618,617			132,939,770
Net income (loss)	$	(79,680,125	)	$	139,213,584

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The Fund’s net income decreased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a decrease in the price of spot silver in U.S. Dollar terms during the three months ended March 31, 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 March 31, 2012 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013:


	Three Months Ended March 31, 2013
NAV beginning of period	$	4,150,068
NAV end of period	$	4,215,006
Percentage change in NAV		1.6	%
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	$	42.15
Percentage change in per share NAV		1.6	%
Percentage change in benchmark		0.1	%
Benchmark annualized volatility		6.7	%

For the period ended March 31, 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 March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 10, 2013 at $43.23 per Share and reached its low for the period on March 4, 2013 at $40.21 per Share.

The benchmark rise of 0.1% for the three months ended March 31, 2013, can be attributed to an increase in the value of the Australian Dollar versus the U.S. Dollar during the period ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013:


	Three Months Ended March 31, 2013
Net investment income (loss)	$	(9,492	)
Brokerage commission		362
Offering costs		10,110
Limitation by Sponsor		(334	)
Net realized gain (loss)		(149,370	)
Change in net unrealized appreciation/depreciation		223,800
Net income (loss)	$	64,938

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ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	4,870,316		$	9,554,748
NAV end of period	$	4,573,067		$	7,574,096
Percentage change in NAV		(6.1	)%		(20.7	)%
Shares outstanding beginning of period		200,014			400,014
Shares outstanding end of period		200,014			300,014
Percentage change in shares outstanding		0.0	%		(25.0	)%
Shares created		—			50,000
Shares redeemed		—			150,000
Per share NAV beginning of period	$	24.35		$	23.89
Per share NAV end of period	$	22.86		$	25.25
Percentage change in per share NAV		(6.1	)%		5.7	%
Percentage change in benchmark		(2.9	)%		3.1	%
Benchmark annualized volatility		8.6	%		9.5	%

During the three months ended March 31, 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 Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to March 31, 2013. By comparison, during the three months ended March 31, 2012, the decrease in the Fund’s NAV resulted from a decrease from 400,014 outstanding Shares at December 31, 2011 to 300,014 outstanding Shares at March 31, 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 daily performance of the spot price of the Euro versus the U.S. Dollar.

For the three months ended March 31, 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 6.1% for the three months ended March 31, 2013, as compared to the increase of 5.7% for the three months ended March 31, 2012 was primarily due to a decrease in the value of the assets held by the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 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 three months ended March 31, 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 January 13, 2012 at $22.92 per Share.

The benchmark decline of 2.9% for the three months ended March 31, 2013, as compared to the benchmark’s rise of 3.1% for the three months ended March 31, 2012, can be attributed to a decrease in the value of the Euro versus the U.S. Dollar during the three months ended March 31, 2013.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Net investment income (loss)	$	(10,724	)	$	(22,829	)
Management fee		11,400			23,317
Net realized gain (loss)		(65,348	)		(249,575	)
Change in net unrealized appreciation/depreciation		(221,177	)		812,184
Net income (loss)	$	(297,249	)	$	539,780

The Fund’s net income decreased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a decrease in the value of the Euro versus the U.S. Dollar during the three months ended March 31, 2013.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	4,227,995		$	5,471,075
NAV end of period	$	3,566,403		$	4,705,580
Percentage change in NAV		(15.6	)%		(14.0	)%
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	$	23.77		$	31.37
Percentage change in per share NAV		(15.6	)%		(14.0	)%
Percentage change in benchmark		(7.9	)%		(7.0	)%
Benchmark annualized volatility		12.3	%		8.4	%

During the three months ended March 31, 2013, there was no net change in the Fund’s outstanding Shares. 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. By comparison, during the three months ended March 31, 2012, there was no net change in the Fund’s outstanding Shares. 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.

For the three months ended March 31, 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 15.6% for the three months ended March 31, 2013, as compared to the decrease of 14.0% for the three months ended March 31, 2012, was primarily due to greater depreciation in the value of the assets held by the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 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 March 11, 2013 at $22.76 per Share. By comparison, during the three months ended March 31, 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.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

Net investment income (loss)	$	(10,060	)	$	(11,811	)
Management fee		10,886			12,183
Net realized gain (loss)		(1,217,929	)		(425,194	)
Change in net unrealized appreciation/depreciation		423,575			(328,490	)
Net income (loss)	$	(804,414	)	$	(765,495	)

The Fund’s net income decreased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended March 31, 2013.

ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	137,657,464		$	30,549,903
NAV end of period	$	218,387,479		$	126,899,583
Percentage change in NAV		58.6	%		315.4	%
Shares outstanding beginning of period		8,200,005			400,005
Shares outstanding end of period		20,175,005			3,575,005
Percentage change in shares outstanding		146.0	%		793.7	%
Shares created		15,800,000			3,950,000
Shares redeemed		3,825,000			775,000
Per share NAV beginning of period	$	16.79		$	76.37
Per share NAV end of period	$	10.82		$	35.50
Percentage change in per share NAV		(35.5	)%		(53.5	)%
Percentage change in benchmark		(35.8	)%		(53.4	)%
Benchmark annualized volatility		64.3	%		64.5	%

During the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 8,200,005 outstanding Shares at December 31, 2012 to 20,175,005 outstanding Shares at March 31, 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 Short-Term Futures Index. By comparison, during the three months ended March 31, 2012, the increase in the Fund’s NAV resulted from an increase from 400,005 outstanding Shares at December 31, 2011 to 3,575,005 outstanding Shares at March 31, 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 March 31, 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 35.5% for the three months ended March 31, 2013, as compared to the decrease of 53.5% for the three months ended March 31, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

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During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $15.22 per Share and reached its low for the period on March 26, 2013 at $10.82 per Share. By comparison, during the three months ended March 31, 2012, the Fund’s per share NAV reached its high for the period on January 3, 2012 at $71.63 per Share and reached its low for the period on March 26, 2012 at $33.20 per Share.

The benchmark’s decline of 35.8% for the three months ended March 31, 2013, as compared to the benchmark’s decline of 53.4% for the three months ended March 31, 2012, can be attributed to declining prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

Net investment income (loss)	$	(327,343	)	$	(141,555	)
Management fee		351,671			147,269
Offering costs		—			1,090
Net realized gain (loss)		(55,410,711	)		(42,732,283	)
Change in net unrealized appreciation/depreciation		(8,124,712	)		(17,343,344	)
Net income (loss)	$	(63,862,766	)	$	(60,217,182	)

The Fund’s net income decreased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to the decline in the Fund’s benchmark in conjunction with a significant increase in outstanding shares during the three months ended March 31, 2013.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	37,302,992		$	90,821,428
NAV end of period	$	68,072,450		$	102,109,475
Percentage change in NAV		82.5	%		12.4	%
Shares outstanding beginning of period		1,075,005			1,225,005
Shares outstanding end of period		2,575,005			1,825,005
Percentage change in shares outstanding		139.5	%		49.0	%
Shares created		1,825,000			800,000
Shares redeemed		325,000			200,000
Per share NAV beginning of period	$	34.70		$	74.14
Per share NAV end of period	$	26.44		$	55.95
Percentage change in per share NAV		(23.8	)%		(24.5	)%
Percentage change in benchmark		(23.7	)%		(24.5	)%
Benchmark annualized volatility		24.9	%		28.1	%

During the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 1,075,005 outstanding Shares at December 31, 2012 to 2,575,005 outstanding Shares at March 31, 2013. The

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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 three months ended March 31, 2012, the increase in the Fund’s NAV resulted from an increase from 1,225,005 outstanding Shares at December 31, 2011 to 1,825,005 outstanding Shares at March 31, 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 Mid-Term Futures Index.

For the three months ended March 31, 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 23.8% for the three months ended March 31, 2013, as compared to the decrease of 24.5% for the three months ended March 31, 2012, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 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 March 11, 2013 at $26.14 per Share. By comparison, during the three months ended March 31, 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 March 30, 2012 at $55.95 per Share.

The benchmark’s decline of 23.7% for the three months ended March 31, 2013, as compared to the benchmark’s decline of 24.5% for the three months ended March 31, 2012, can be attributed to a decline in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012

Net investment income (loss)	$	(97,496	)	$	(204,860	)
Management fee		104,816			210,264
Offering costs		—			682
Net realized gain (loss)		(10,259,685	)		(22,420,090	)
Change in net unrealized appreciation/depreciation		(407,239	)		(5,035,499	)
Net income (loss)	$	(10,764,420	)	$	(27,660,449	)

The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a lesser decline in the Fund’s benchmark during the three months ended March 31, 2013.

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ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	84,716,132		$	9,881,113
NAV end of period	$	344,396,396		$	119,978,881
Percentage change in NAV		306.5	%		1,114.2	%
Shares outstanding beginning of period		4,208,081			13,334
Shares outstanding end of period		45,458,081			839,151
Percentage change in shares outstanding		980.3	%		6,193.6	%
Shares created		62,100,000			1,252,500
Shares redeemed		20,850,000			426,683
Per share NAV beginning of period	$	20.13		$	741.05
Per share NAV end of period	$	7.58		$	142.98
Percentage change in per share NAV		(62.4	)%		(80.7	)%
Percentage change in benchmark		(35.8	)%		(53.4	)%
Benchmark annualized volatility		64.3	%		64.5	%

During the three months ended March 31, 2013, the increase in the Fund’s NAV resulted from an increase from 4,208,081 outstanding Shares at December 31, 2012 to 45,458,081 outstanding Shares at March 31, 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 three months ended March 31, 2012, the increase in the Fund’s NAV resulted from an increase from 13,334 outstanding Shares at December 31, 2011 to 839,151 outstanding Shares at March 31, 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 March 31, 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 62.4% for the three months ended March 31, 2013, as compared to the decrease of 80.7% for the three months ended March 31, 2012, was primarily due to lesser depreciation in the value of the assets of the Fund during the three months ended March 31, 2013.

During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $16.31 per Share and reached its low for the period on March 26, 2013 at $7.57 per Share. By comparison, during the three months ended March 31, 2012, the Fund’s per share NAV reached its high for the period on January 3, 2012 at $649.02 per Share and reached its low for the period on March 26, 2012 at $126.59 per Share

The benchmark’s decline of 35.8% for the three months ended March 31, 2013, as compared to the benchmark’s decline of 53.4% for the three months ended March 31, 2012, can be attributed to a lesser decrease in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2013.

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Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Net investment income (loss)	$	(1,072,705	)	$	(341,612	)
Management fee		532,907			154,701
Brokerage commission		557,337			182,674
Offering costs		—			7,152
Net realized gain (loss)		(122,685,938	)		(119,245,708	)
Change in net unrealized appreciation/depreciation		(21,090,969	)		(33,610,381	)
Net income (loss)	$	(144,849,612	)	$	(153,197,701	)

The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a lesser decline in the fund’s benchmark during the three months ended March 31, 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 three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
NAV beginning of period	$	82,663,633		$	7,760,424
NAV end of period	$	69,149,807		$	29,692,478
Percentage change in NAV		(16.3	)%		282.6	%
Shares outstanding beginning of period		1,250,020			300,020
Shares outstanding end of period		750,020			600,020
Percentage change in shares outstanding		(40.0	)%		100.0	%
Shares created		1,400,000			2,500,000
Shares redeemed		1,900,000			2,200,000
Per share NAV beginning of period	$	66.13		$	25.87
Per share NAV end of period	$	92.20		$	49.49
Percentage change in per share NAV		39.4	%		91.3	%
Percentage change in benchmark		(35.8	)%		(53.4	)%
Benchmark annualized volatility		64.3	%		64.5	%

During the three months ended March 31, 2013, the decrease in the Fund’s NAV resulted from a decrease from 1,250,020 outstanding Shares at December 31, 2012 to 750,020 outstanding Shares at March 31, 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 inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 300,020 outstanding Shares at December 31, 2011 to 600,020 outstanding Shares at March 31, 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 the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended March 31, 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 39.4% for the three months ended March 31, 2013, as compared to the increase of 91.3 % for the three months ended March 31, 2012, was primarily due to appreciation in the value of the assets of the fund during the three months ended March 31, 2013.

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During the three months ended March 31, 2013, the Fund’s per Share NAV reached its high for the period on February 19, 2013 at $94.65 per Share and reached its low for the period on January 3, 2013 at $72.12 per Share. By comparison, during the three months ended March 31, 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 35.8% for the three months ended March 31, 2013, as compared to the benchmark’s decline of 53.4% for the three months ended March 31, 2012, can be attributed to declining prices of the near-term futures contracts on the VIX Futures curve during the three months ended March 31, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2013 and 2012:


	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Net investment income (loss)	$	(213,419	)	$	(54,031	)
Management fee		137,663			18,944
Brokerage commission		85,021			28,829
Offering costs		—			7,152
Net realized gain (loss)		25,204,187			6,857,693
Change in net unrealized appreciation/depreciation		3,774,229			815,801
Net income (loss)	$	28,764,997		$	7,619,463

The Fund’s net income increased for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012, primarily due to a decline in the Fund’s benchmark in conjunction with a significant increase in outstanding shares during the three months ended March 31, 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.

Off-Balance Sheet Arrangements and Contractual Obligations

As of May 3, 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.

Market Risk

Trading in futures contracts involves each Fund entering into contractual commitments to purchase or sell a commodity 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, it would be 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.

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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 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;

•

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.

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The Funds could lose money if the issuer of a debt security is unable to meet its financial obligations or goes bankrupt. The Funds could also lose money if the issuer of a debt security in which it has a short position is upgraded or generally improves its standing. Changes in an issuer’s financial strength or in an issuer’s or debt security’s credit rating also may affect a security’s value and thus have an impact on a Fund’s performance. Credit risk usually applies to most debt securities.

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 months ended March 31, 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.

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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 or will pay 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.

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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 March 31, 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 three months ended March 31, 2012 have not been provided.

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 March 31, 2013 and 2012, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares UltraShort DJ-UBS Commodity:

As of March 31, 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 March 31, 2013 and 2012, which were sensitive to commodity price risk.

Swap Agreements as of March 31, 2013


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index	Goldman Sachs International	Short	$	137.2201	$	(4,670,170	)
Dow Jones-UBS Commodity Index	UBS AG	Short		137.2201		(1,918,450	)

Swap Agreements as of March 31, 2012


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index	Goldman Sachs International	Short	$	141.9021	$	(6,398,794	)
Dow Jones-UBS Commodity Index	UBS AG	Short		141.9021		(11,213,743	)

The March 31, 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.

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ProShares UltraShort DJ-UBS Crude Oil:

As of March 31, 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 March 31, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)	Short	May 2013		1,528	$	97.23		1,000	$	(148,567,440	)

Swap Agreements as of March 31, 2013


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS WTI Crude Oil Sub-Index	Goldman Sachs International	Short	$	238.5286	$	(73,765,493	)
Dow Jones-UBS WTI Crude Oil Sub-Index	Societe Generale S.A.	Short		238.5286		(17,320,352	)
Dow Jones-UBS WTI Crude Oil Sub-Index	UBS AG	Short		238.5286		(42,736,934	)

Futures Positions as of March 31, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)	Short	May 2012		1,211	$	103.02		1,000	$	(124,757,220	)

Swap Agreements as of March 31, 2012


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS WTI Crude Oil Subindex	Goldman Sachs International	Short	$	267.5859	$	(58,063,468	)
Dow Jones-UBS WTI Crude Oil Subindex	Societe Generale S.A.	Short		267.5859		(69,771,793	)
Dow Jones-UBS WTI Crude Oil Subindex	UBS AG	Short		267.5859		(55,399,216	)

The March 31, 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 March 31, 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,

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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. 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 March 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 March 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Natural Gas (NYMEX)	Short	May 2013		1,250	$	4.02		10,000	$	(50,300,000	)

Futures Positions as of March 31, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Natural Gas (NYMEX)	Short	May 2012		2,072	$	2.126		10,000	$	(44,050,720	)

The March 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 March 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 March 2013 and 2012, which were sensitive to commodity price risk.

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Futures Positions as of March 31, 2013



Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Short	June 2013		2	$	1,595.70		100	$	(319,140	)

Forward Agreements as of March 31, 2013


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Deutsche Bank AG	Short	$	1,598.37	$	(117,160,521	)
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short		1,598 .37		(34,201,921	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,598 .37		(29,889,519	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,598 .37		(28,371,068	)

Futures Positions as of March 31, 2012



Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Short	June 2012		2	$	1,671.90		100	$	(334,380	)

Forward Agreements as of March 31, 2012


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short	$	1,662.69	$	(80,138,333	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,662.69		(105,248,277	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,662.69		(108,656,792	)

The March 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 March 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 March 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 March 2013 and 2012, which were sensitive to commodity price risk.

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Futures Positions as of March 31, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	May 2013		2	$	28.323		5,000	$	(283,230	)

Forward Agreements as of March 31, 2013


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Deutsche Bank AG	Short	$	28.6463	$	(87,084,752	)
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short		28 .6463		(45,504,648	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		28 .6463		(35,378,181	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		28 .6463		(43,513,730	)

Futures Positions as of March 31, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	May 2012		2	$	32.484		5,000	$	(324,840	)

Forward Agreements as of March 31, 2012


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short	$	32.4347	$	(153,983,738	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		32.4347		(131,522,709	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		32.4347		(112,548,409	)

The March 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 March 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to commodity price risk.

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Swap Agreements as of March 31, 2013

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Commodity Index

Goldman Sachs International

Long

137.2201

5,220,934

Dow Jones-UBS Commodity Index

UBS AG

Long

137.2201

4,253,708

Swap Agreements as of March 31, 2012

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS Commodity Index

Goldman Sachs International

Long

141.9021

4,458,414

Dow Jones-UBS Commodity Index

UBS AG

Long

141.9021

13,814,430

The March 31, 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

May 2013

2,810

97.23

1,000

273,216,300

Swap Agreements as of March 31, 2013

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS WTI Crude Oil Sub-Index

Goldman Sachs International

Long

238.5286

136,569,546

Dow Jones-UBS WTI Crude Oil Sub-Index

Societe Generale S.A.

Long

238.5286

70,834,560

Dow Jones-UBS WTI Crude Oil Sub-Index

UBS AG

Long

238.5286

171,781,631

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Futures Positions as of March 31, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long

May 2012

2,105

103.02

1,000

216,857,100

Swap Agreements as of March 31, 2012

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount
at Value

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs International

Long

267.5859

105,834,877

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale S.A.

Long

267.5859

95,096,315

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG

Long

267.5859

125,826,238

The March 31, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

May 2013

2,548

4.02

10,000

102,531,520

Futures Positions as of March 31, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

May 2012

3,404

2.126

10,000

72,369,040

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The March 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, 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.

ProShares Ultra Gold:

As of March 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 March 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

June 2013

1,595.70

100

319,140

Forward Agreements as of March 31, 2013

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG

Long

1,598.37

305,448,507

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,598 .37

110,958,845

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,598 .37

112,844,922

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,598 .37

103,414,539

Futures Positions as of March 31, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

June 2012

1,671.90

100

334,380

Forward Agreements as of March 31, 2012

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,662.69

177,608,546

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,662.69

184,392,321

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,662.69

401,373,366

The March 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 2013 and 2012 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases

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(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 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 March 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 March 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

May 2013

28.323

5,000

283,230

Forward Agreements as of March 31, 2013

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutshe Bank AG

Long

28.6463

873,167,870

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

28 .6463

233,261,092

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

28 .6463

250,425,955

0.999 Fine Troy Ounce Silver

UBS AG

Long

28 .6463

135,898,047

Futures Positions as of March 31, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

May 2012

32.484

5,000

324,840

Forward Agreements as of March 31, 2012

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

32.4347

448,403,241

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

32.4347

500,953,942

0.999 Fine Troy Ounce Silver

UBS AG

Long

32.4347

741,068,026

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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 March 31, 2013 and, as applicable, March 31, 2012, each of the Currency Fund’s positions were as follows:

ProShares Short Euro:

As of March 31, 2013, 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 March 31, 2013, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2013

Contract

Long or

Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short

June 2013

1.2823

125,000

(3,846,900

)

The March 31, 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 $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.

ProShares UltraShort Australian Dollar:

As of March 31, 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 March 31, 2013, which were sensitive to exchange rate price risk.

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Futures Positions as of March 31, 2013

Contract

Long or

Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short

June 2013

103.53

1,000

(7,350,630

)

The March 31, 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2013


Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	04/05/13		34,213,200			1.2818	$	43,854,981
Euro	UBS AG	Long	04/05/13		46,266,300			1.2818		59,304,821
Euro	Goldman Sachs International	Short	04/05/13		(396,944,825	)		1.2818		(508,809,688	)
Euro	UBS AG	Short	04/05/13		(488,742,400	)		1.2818		(626,477,163	)

Foreign Currency Forward Contracts as of March 31, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	04/13/12		167,089,600			1.3338	$	222,855,962
Euro	UBS AG	Long	04/13/12		87,767,200			1.3338		117,059,612
Euro	Goldman Sachs International	Short	04/13/12		(681,701,025	)		1.3338		(909,219,589	)
Euro	UBS AG	Short	04/13/12		(801,759,700	)		1.3338		(1,069,347,996	)

The March 31, 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

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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 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2013


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	04/05/13		2,150,120,600			0.010622	$	22,839,086
Yen	UBS AG	Long	04/05/13		6,684,643,600			0.010622		71,005,855
Yen	Goldman Sachs International	Short	04/05/13		(40,430,144,600	)		0.010622		(429,458,498	)
Yen	UBS AG	Short	04/05/13		(57,256,267,400	)		0.010622		(608,189,529	)

Foreign Currency Forward Contracts as of March 31, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	04/13/12		761,210,000			0.012080	$	9,195,303
Yen	UBS AG	Long	04/13/12		7,528,300,000			0.012080		90,940,742
Yen	Goldman Sachs International	Short	04/13/12		(22,118,920,000	)		0.012080		(267,193,258	)
Yen	UBS AG	Short	04/13/12		(32,537,250,000	)		0.012080		(393,045,132	)

The March 31, 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.

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ProShares Ultra Australian Dollar:

As of March 31, 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 March 31, 2013, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Long

June 2013

103.53

1,000

8,385,930

The March 31, 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2013


Reference Currency	Counterparty	Long or Short	Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		04/05/13		3,381,925			1.2818	$	4,335,001
Euro	UBS AG	Long		04/05/13		4,109,500			1.2818		5,267,617
Euro	Goldman Sachs International	Short		04/05/13		(66,800	)		1.2818		(85,625	)
Euro	UBS AG	Short		04/05/13		(287,400	)		1.2818		(368,394	)

Foreign Currency Forward Contracts as of March 31, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	04/13/12		7,341,825			1.3338	$	9,792,168
Euro	UBS AG	Long	04/13/12		8,017,800			1.3338		10,693,751
Euro	Goldman Sachs International	Short	04/13/12		(3,925,900	)		1.3338		(5,236,174	)
Euro	UBS AG	Short	04/13/12		(87,400	)		1.3338		(116,569	)

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The March 31, 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. 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2013


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	04/05/13		359,404,200			0.010622	$	3,817,676
Yen	UBS AG	Long	04/05/13		569,984,800			0.010622		6,054,513
Yen	Goldman Sachs International	Short	04/05/13		(6,969,600	)		0.010622		(74,033	)
Yen	UBS AG	Short	04/05/13		(250,806,500	)		0.010622		(2,664,126	)

Foreign Currency Forward Contracts as of March 31, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	04/13/12		348,140,000			0.012080	$	4,205,479
Yen	UBS AG	Long	04/13/12		471,250,000			0.012080		5,692,630
Yen	Goldman Sachs International	Short	04/13/12		(20,140,000	)		0.012080		(243,288	)
Yen	UBS AG	Short	04/13/12		(20,320,000	)		0.012080		(245,463	)

The March 31, 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,

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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.

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 March 31, 2013 and 2012, each of the VIX Funds’ positions were as follows:

ProShares VIX Short-Term Futures ETF

As of March 31, 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 March 31, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	April 2013		9,424	$	14.20		1,000	$	133,820,800
VIX Futures (CBOE)	Long	May 2013		5,483		15.60		1,000		85,534,800

Futures Positions as of March 31, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	April 2012		4,156	$	16.80		1,000	$	69,820,800
VIX Futures (CBOE)	Long	May 2012		3,021		19.00		1,000		57,399,000

The March 31, 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to equity market volatility risk.

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Futures Positions as of March 31, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	July 2013		793	$	17.35		1,000	$	13,758,550
VIX Futures (CBOE)	Long	August 2013		1,255		17.85		1,000		22,401,750
VIX Futures (CBOE)	Long	September 2013		1,256		18.45		1,000		23,173,200
VIX Futures (CBOE)	Long	October 2013		463		18.90		1,000		8,750,700

Futures Positions as of March 31, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	July 2012		825	$	22.05		1,000	$	18,191,250
VIX Futures (CBOE)	Long	August 2012		1,424		23.40		1,000		33,321,600
VIX Futures (CBOE)	Long	September 2012		1,424		24.70		1,000		35,172,800
VIX Futures (CBOE)	Long	October 2012		600		25.75		1,000		15,450,000

The March 31, 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	April 2013		29,637	$	14.20		1,000	$	420,845,400
VIX Futures (CBOE)	Long	May 2013		17,272		15.60		1,000		269,443,200

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Futures Positions as of March 31, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	April 2012		6,911	$	16.80		1,000	$	116,104,800
VIX Futures (CBOE)	Long	May 2012		5,028		19.00		1,000		95,532,000

Swap Agreements as of March 31, 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

6,106.05

28,698,435

The March 31, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2012 swap notional value is calculated by multiplying the number of units times the closing level of the Index. The notional value 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 March 31, 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 March 31, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Short	April 2013		2,965	$	14.20		1,000	$	(42,103,000	)
VIX Futures (CBOE)	Short	May 2013		1,718		15.60		1,000		(26,800,800	)

Futures Positions as of March 31, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Short	April 2012		964	$	16.80		1,000	$	(16,195,200	)
VIX Futures (CBOE)	Short	May 2012		701	$	19.00		1,000		(13,319,000	)

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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.

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.

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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.

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

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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 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 March 31, 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 March 31, 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.

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 October 3, 2012, the plaintiffs filed a Notice of Appeal appealing the dismissal. Oral argument on plaintiffs’ appeal before the United States Court of Appeals for the Second Circuit was held on May 2, 2013. The Trust believes the complaint is without merit and that the anticipated outcome will not adversely impact the operation of the Trust or any of its Funds. Accordingly, no loss contingency has been recorded in the balance sheet and the amount of loss, if any, cannot be reasonably estimated at this time.

Item 1A.

Risk Factors.

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 for the year ended December 31, 2012, filed on March 1, 2013.

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

(a)

None.

(b)

The Trust initially registered Shares on a 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 Shares registered and re-allocated the remaining amount of the Shares registered among the Funds listed on its Registration Statement on Form S-3 (No. 333-163511), which became effective on December 4, 2009 and registered additional Shares and/or added Funds pursuant to Post-Effective Amendments to that Registration Statement, which 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 other Funds. New offerings for certain of those Funds 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 an S-1 Registration Statement

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was declared effective, terminating the proposed offerings of several unlaunched 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 certain of the Trust’s other 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). Therefore, as of March 31, 2013, the Trust had two effective registration statements outstanding: 1) an effective Form S-1 Registration Statement (No. 333-185288); and 2) an effective Form S-3 Registration Statement (No. 333-185289).¹

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.


Title of Securities Registered	Amount Registered As of March 31, 2013		Shares Sold For the Three Months Ended March 31, 2013		Sale Price of Shares Sold For the Three Months Ended March 31, 2013
ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest	$	1,875,000,000		2,350,000	$	87,772,570
ProShares UltraShort DJ-UBS Natural Gas Common Units of Beneficial Interest	$	500,000,000		950,000	$	19,490,998
ProShares UltraShort Gold Common Units of Beneficial Interest	$	1,000,000,000		250,000	$	16,775,145
ProShares UltraShort Silver Common Units of Beneficial Interest	$	2,300,000,000		600,000	$	27,224,574
ProShares Short Euro Common Units of Beneficial Interest	$	200,000,000		—	$	—
ProShares UltraShort Australian Dollar Common Units of Beneficial Interest	$	200,000,000		—	$	—
ProShares UltraShort Euro Common Units of Beneficial Interest	$	2,753,506,872		2,100,000	$	40,321,956
ProShares UltraShort Yen Common Units of Beneficial Interest	$	1,300,000,000		1,100,000	$	65,406,144
ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest	$	300,000,000		—	$	—
ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest	$	4,308,246,073		850,000	$	24,265,179
ProShares Ultra DJ-UBS Natural Gas Common Units of Beneficial Interest	$	500,000,000		1,000,000	$	35,932,249
ProShares Ultra Gold Common Units of Beneficial Interest	$	1,000,000,000		100,000	$	7,641,793
ProShares Ultra Silver Common Units of Beneficial Interest	$	2,500,000,000		2,150,000	$	85,740,606
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		50,000	$	1,323,474
ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	1,750,000,000		15,800,000	$	194,612,182
ProShares VIX Mid-Term Futures ETF Common Units of Beneficial Interest	$	700,000,000		1,825,000	$	51,106,840
ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	3,000,000,000		62,100,000	$	626,143,856
ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	950,000,000		1,400,000	$	116,697,172
ProShares UltraPro Short Euro Common Units of Beneficial Interest²	$	300,000,000		—	$	—
ProShares Managed Futures Strategy Common Units of Beneficial Interest²	$	200,000,000		—	$	—
ProShares Commodity Managed Futures Strategy Common Units of Beneficial Interest²	$	100,000,000		—		—
Total:	$	27,436,752,945		92,625,000	$	1,400,454,738

On April 24, 2013, a post-effective amendment to the Form S-1 Registration Statement (No. 333-185288) was declared effective, terminating the proposed offerings of three unlaunched Funds. On April 29, 2013, a Registration Statement on Form S-3 (File No. 333-187820) was declared effective. That registration statement, which registered additional Shares to 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 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-3 Registration Statement (No. 333-185289). On April 29, 2013, a Registration Statement on Form S-1 (No. 333-188215), which would register additional Shares to 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, was filed. As of May 1, 2013, that registration statement has not been declared effective.

²	The offering for this Fund, which was previously registered but never publicly offered, was subsequently terminated on April 24, 2013.

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(c) From January 1, 2013 to March 31, 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
01/01/13 to 03/31/13		—	$	—
02/01/13 to 02/28/13		—	$	—
03/01/13 to 03/31/13		—	$	—
ProShares UltraShort DJ-UBS Crude Oil
01/01/13 to 03/31/13		—	$	—
02/01/13 to 02/28/13		550,000	$	39.63
03/01/13 to 03/31/13		150,000	$	42.25
ProShares UltraShort DJ-UBS Natural Gas
01/01/13 to 03/31/13		—	$	—
02/01/13 to 02/28/13		50,000	$	27.66
03/01/13 to 03/31/13		—	$	—
ProShares UltraShort Gold
01/01/13 to 03/31/13		—	$	—
02/01/13 to 02/28/13		150,000	$	65.88
03/01/13 to 03/31/13		—	$	—
ProShares UltraShort Silver
01/01/13 to 03/31/13		50,000	$	49.25
02/01/13 to 02/28/13		350,000	$	53.47
03/01/13 to 03/31/13		200,000	$	53.67
ProShares Short Euro
01/01/13 to 03/31/13		—	$	—
02/01/13 to 02/28/13		—	$	—
03/01/13 to 03/31/13		—	$	—
ProShares UltraShort Australian Dollar
01/01/13 to 03/31/13		—	$	—
02/01/13 to 02/28/13		—	$	—
03/01/13 to 03/31/13		—	$	—
ProShares UltraShort Euro
01/01/13 to 03/31/13		1,950,000	$	18.34
02/01/13 to 02/28/13		1,300,000	$	17.72
03/01/13 to 03/31/13		750,000	$	19.63
ProShares UltraShort Yen
01/01/13 to 03/31/13		750,000	$	52.33
02/01/13 to 02/28/13		400,000	$	58.12
03/01/13 to 03/31/13		—	$	—
ProShares Ultra DJ-UBS Commodity
01/01/13 to 03/31/13		50,000	$	25.51
02/01/13 to 02/28/13		—	$	—
03/01/13 to 03/31/13		—	$	—
ProShares Ultra DJ-UBS Crude Oil
01/01/13 to 03/31/13		5,550,000	$	31.26
02/01/13 to 02/28/13		450,000	$	32.29
03/01/13 to 03/31/13		1,000,000	$	30.61
ProShares Ultra DJ-UBS Natural Gas
01/01/13 to 03/31/13		500,000	$	42.15
02/01/13 to 02/28/13		300,000	$	38.55
03/01/13 to 03/31/13		1,050,000	$	46.16

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ProShares Ultra Gold
01/01/13 to 03/31/13	—	$	—
02/01/13 to 02/28/13	—	$	—
03/01/13 to 03/31/13	—	$	—
ProShares Ultra Silver
01/01/13 to 03/31/13	150,000	$	48.67
02/01/13 to 02/28/13	—	$	—
03/01/13 to 03/31/13	—	$	—
ProShares Ultra Australian Dollar
01/01/13 to 03/31/13	—	$	—
02/01/13 to 02/28/13	—	$	—
03/01/13 to 03/31/13	—	$	—
ProShares Ultra Euro
01/01/13 to 03/31/13	—	$	—
02/01/13 to 02/28/13	—	$	—
03/01/13 to 03/31/13	—	$	—
ProShares Ultra Yen
01/01/13 to 03/31/13	—	$	—
02/01/13 to 02/28/13	—	$	—
03/01/13 to 03/31/13	50,000	$	23.61
ProShares VIX Short-Term Futures ETF
01/01/13 to 03/31/13	1,275,000	$	14.02
02/01/13 to 02/28/13	1,550,000	$	13.30
03/01/13 to 03/31/13	1,000,000	$	11.53
ProShares VIX Mid-Term Futures ETF
01/01/13 to 03/31/13	150,000	$	32.30
02/01/13 to 02/28/13	100,000	$	27.41
03/01/13 to 03/31/13	75,000	$	26.49
ProShares Ultra VIX Short-Term Futures ETF
01/01/13 to 03/31/13	1,500,000	$	11.28
02/01/13 to 02/28/13	10,450,000	$	11.48
03/01/13 to 03/31/13	8,900,000	$	9.52
ProShares Short VIX Short-Term Futures ETF
01/01/13 to 03/31/13	850,000	$	79.72
02/01/13 to 02/28/13	750,000	$	86.07
03/01/13 to 03/31/13	300,000	$	88.87
Total:	42,650,000	$	22.44

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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.

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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: May 10, 2013

/s/ Edward Karpowicz
By:		Edward Karpowicz
Principal Financial Officer

Date: May 10, 2013