ProShares Trust II - Quarter Report: 2013 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

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 September 30, 2013.

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

for the transition period from to .

Commission file number: 001-34200

PROSHARES TRUST II

(Exact name of registrant as specified in its charter)

Delaware

87-6284802

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip code)

(240) 497-6400

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

PROSHARES TRUST II

Table of Contents


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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		246

Item 4. Controls and Procedures.		266

Part II. OTHER INFORMATION
Item 1. Legal Proceedings.		267

Item 1A. Risk Factors.		267

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		267

Item 3. Defaults Upon Senior Securities.		270

Item 4. Mine Safety Disclosures.		270

Item 5. Other Information.		270

Item 6. Exhibits.		270

Part I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements.

Index


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

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	352,169	$	296,119
Short-term U.S. government and agency obligations (Note 3) (cost $3,196,929 and $2,803,598, respectively)		3,196,967		2,803,904
Unrealized appreciation on swap agreements		200,128		148,502

Total assets		3,749,264		3,248,525

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,836		2,560

Total liabilities		2,836		2,560

Shareholders’ equity
Shareholders’ equity		3,746,428		3,245,965

Total liabilities and shareholders’ equity	$	3,749,264	$	3,248,525

Shares outstanding		59,997		59,997

Net asset value per share	$	62.44	$	54.10

Market value per share (Note 2)	$	57.37	$	51.64

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(85% of shareholders’ equity)
U.S. Treasury Bills:
0.051% due 10/03/13†	$	2,420,000	$	2,419,998
0.034% due 10/31/13†		289,000		288,992
0.047% due 12/12/13†		139,000		138,996
0.035% due 02/06/14		349,000		348,981

Total short-term U.S. government and agency obligations (cost $3,196,929)			$	3,196,967

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Dow Jones-UBS Commodity Index	10/07/13	$	(2,645,772	)	$	71,108
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	10/07/13		(3,749,305	)		100,420
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	10/07/13		(1,095,198	)		28,600

					$	200,128

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30,			Three months ended September 30,			Nine months ended September 30,			Nine months ended September 30,
	2013			2012			2013			2012
Investment Income
Interest	$	416		$	568		$	1,651		$	2,227

Expenses
Management fee		8,866			7,390			24,901			43,386

Total expenses		8,866			7,390			24,901			43,386

Net investment income (loss)		(8,450	)		(6,822	)		(23,250	)		(41,159	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		13,664			(861,786	)		472,331			653,141
Short-term U.S. government and agency obligations		22			—			24			62

Net realized gain (loss)		13,686			(861,786	)		472,355			653,203

Change in net unrealized appreciation/depreciation on
Swap agreements		(212,120	)		206,641			51,626			(684,284	)
Short-term U.S. government and agency obligations		91			(71	)		(268	)		235

Change in net unrealized appreciation/depreciation		(212,029	)		206,570			51,358			(684,049	)

Net realized and unrealized gain (loss)		(198,343	)		(655,216	)		523,713			(30,846	)

Net income (loss)	$	(206,793	)	$	(662,038	)	$	500,463		$	(72,005	)

Net income (loss) per weighted-average share	$	(3.45	)	$	(11.03	)	$	8.34		$	(0.65	)

Weighted-average shares outstanding		59,997			59,997			59,997			110,544

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Net investment income (loss)		(23,250	)
Net realized gain (loss)		472,355
Change in net unrealized appreciation/depreciation		51,358

Net income (loss)		500,463


Shareholders’ equity, at September 30, 2013	$	3,746,428

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended			Nine months ended
	September 30, 2013			September 30, 2012
Cash flow from operating activities
Net income (loss)	$	500,463		$	(72,005	)
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		(393,331	)		5,834,957
Change in unrealized appreciation/depreciation on investments		(51,358	)		684,049
Increase (Decrease) in management fee payable		276			(5,076	)

Net cash provided by (used in) operating activities		56,050			6,441,925

Cash flow from financing activities
Payment on shares redeemed		—			(6,153,645	)

Net cash provided by (used in) financing activities		—			(6,153,645	)

Net increase (decrease) in cash		56,050			288,280
Cash, beginning of period		296,119			9,060

Cash, end of period	$	352,169		$	297,340

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	3,166,122	$	658,676
Segregated cash balances with brokers for futures contracts		17,043,290		4,401,374
Short-term U.S. government and agency obligations (Note 3) (cost $418,999,833 and $87,042,320, respectively)		419,011,935		87,046,389
Unrealized appreciation on swap agreements		34,688,207		—
Receivable from capital shares sold		—		4,031,477
Receivable on open futures contracts		2,100,651		—

Total assets		476,010,205		96,137,916

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		33,181,570		—
Payable on open futures contracts		—		979,336
Management fee payable		367,607		70,254
Unrealized depreciation on swap agreements		—		5,607,060

Total liabilities		33,549,177		6,656,650

Shareholders’ equity
Shareholders’ equity		442,461,028		89,481,266

Total liabilities and shareholders’ equity	$	476,010,205	$	96,137,916

Shares outstanding		14,619,944		2,219,944

Net asset value per share	$	30.26	$	40.31

Market value per share (Note 2)	$	30.25	$	40.44

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(95% of shareholders’ equity)
U.S. Treasury Bills:
0.034% due 10/03/13	$	18,453,000	$	18,452,985
0.030% due 10/31/13		67,087,000		67,085,041
0.020% due 11/21/13		86,164,000		86,161,561
0.024% due 12/05/13†		38,478,000		38,477,654
0.046% due 12/12/13†		12,524,000		12,523,624
0.040% due 12/19/13†		41,248,000		41,246,643
0.034% due 12/26/13		17,504,000		17,503,582
0.029% due 02/06/14†		124,865,000		124,858,345
0.038% due 03/20/14†		12,704,000		12,702,500

Total short-term U.S. government and agency obligations (cost $418,999,833)			$	419,011,935

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires November 2013		3,779	$	386,705,070	$	8,716,596

Swap Agreements^


	Termination Date	Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	10/07/13	$	(138,285,284	)	$	10,374,607
Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index	10/07/13		(141,900,040	)		8,780,104
Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index	10/07/13		(85,110,010	)		5,485,866
Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	10/07/13		(132,930,537	)		10,047,630

					$	34,688,207

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

††	Cash collateral in the amount of $17,043,290 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30,			Three months ended September 30,			Nine months ended September 30,			Nine months ended September 30,
	2013			2012			2013			2012
Investment Income
Interest	$	34,116		$	19,218		$	82,626		$	49,995

Expenses
Management fee		1,047,511			252,685			1,830,070			871,751
Brokerage commissions		23,477			8,254			49,006			24,596

Total expenses		1,070,988			260,939			1,879,076			896,347

Net investment income (loss)		(1,036,872	)		(241,721	)		(1,796,450	)		(846,352	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(25,209,929	)		(11,352,523	)		(28,442,320	)		9,297,036
Swap agreements		(60,974,182	)		(13,102,901	)		(62,841,295	)		16,747,909
Short-term U.S. government and agency obligations		3,458			1,654			11,757			3,424

Net realized gain (loss)		(86,180,653	)		(24,453,770	)		(91,271,858	)		26,048,369

Change in net unrealized appreciation/depreciation on
Futures contracts		9,595,093			5,021,020			12,746,317			1,679,430
Swap agreements		35,068,228			5,012,876			40,295,267			2,763,277
Short-term U.S. government and agency obligations		11,054			1,235			8,033			6,556

Change in net unrealized appreciation/depreciation		44,674,375			10,035,131			53,049,617			4,449,263

Net realized and unrealized gain (loss)		(41,506,278	)		(14,418,639	)		(38,222,241	)		30,497,632

Net income (loss)	$	(42,543,150	)	$	(14,660,360	)	$	(40,018,691	)	$	29,651,280

Net income (loss) per weighted-average share	$	(2.84	)	$	(5.67	)	$	(5.04	)	$	9.23

Weighted-average shares outstanding		14,997,661			2,585,500			7,941,189			3,213,878

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 22,350,000 shares		734,161,837
Redemption of 9,950,000 shares		(341,163,384	)

Net addition (redemption) of 12,400,000 shares		392,998,453


Net investment income (loss)		(1,796,450	)
Net realized gain (loss)		(91,271,858	)
Change in net unrealized appreciation/depreciation		53,049,617

Net income (loss)		(40,018,691	)


Shareholders’ equity, at September 30, 2013	$	442,461,028

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended			Nine months ended
	September 30, 2013			September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(40,018,691	)	$	29,651,280
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		(12,641,916	)		4,325,029
Net sale (purchase) of short-term U.S. government and agency obligations		(331,957,513	)		25,706,108
Change in unrealized appreciation/depreciation on investments		(40,303,300	)		(2,769,833	)
Decrease (Increase) in receivable on futures contracts		(2,100,651	)		576,597
Increase (Decrease) in management fee payable		297,353			(18,181	)
Increase (Decrease) in payable on futures contracts		(979,336	)		—

Net cash provided by (used in) operating activities		(427,704,054	)		57,471,000

Cash flow from financing activities
Proceeds from addition of shares		738,193,314			204,359,211
Payment on shares redeemed		(307,981,814	)		(261,883,622	)

Net cash provided by (used in) financing activities		430,211,500			(57,524,411	)

Net increase (decrease) in cash		2,507,446			(53,411	)
Cash, beginning of period		658,676			265,258

Cash, end of period	$	3,166,122		$	211,847

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	262,113	$	310,060
Segregated cash balances with brokers for futures contracts		2,081,310		1,795,030
Short-term U.S. government and agency obligations (Note 3) (cost $13,658,395 and $10,042,198, respectively)		13,658,585		10,042,731
Receivable on open futures contracts		45,312		632,777

Total assets		16,047,320		12,780,598

Liabilities and shareholders’ equity
Liabilities
Management fee payable		12,293		12,258

Total liabilities		12,293		12,258

Shareholders’ equity
Shareholders’ equity		16,035,027		12,768,340

Total liabilities and shareholders’ equity	$	16,047,320	$	12,780,598

Shares outstanding (Note 1)		174,952		125,008

Net asset value per share (Note 1)	$	91.65	$	102.14

Market value per share (Note 1) (Note 2)	$	91.86	$	101.64

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(85% of shareholders’ equity)
U.S. Treasury Bills:
0.013% due 10/03/13	$	362,000	$	362,000
0.037% due 10/31/13		6,728,000		6,727,804
0.019% due 12/05/13		4,006,000		4,005,964
0.044% due 12/12/13		194,000		193,994
0.045% due 12/19/13		345,000		344,989
0.037% due 12/26/13		37,000		36,999
0.015% due 02/06/14		1,082,000		1,081,942
0.034% due 03/20/14		905,000		904,893

Total short-term U.S. government and agency obligations (cost $13,658,395)			$	13,658,585

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires November 2013		901	$	32,075,600	$	467,284

††	Cash collateral in the amount of $2,081,310 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30,			Three months ended September 30,			Nine months ended September 30,			Nine months ended September 30,
	2013			2012			2013			2012
Investment Income
Interest	$	1,267		$	1,854		$	7,217		$	4,883

Expenses
Management fee		40,159			14,762			137,353			39,735
Brokerage commissions		9,143			10,986			36,055			52,462
Offering costs		—			17,694			—			63,342

Total expenses		49,302			43,442			173,408			155,539

Net investment income (loss)		(48,035	)		(41,588	)		(166,191	)		(150,656	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		2,862,705			(4,766,026	)		254,565			1,537,148
Short-term U.S. government and agency obligations		418			185			1,419			27

Net realized gain (loss)		2,863,123			(4,765,841	)		255,984			1,537,175

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,862,190	)		1,018,440			58,149			(4,183,090	)
Short-term U.S. government and agency obligations		648			259			(343	)		723

Change in net unrealized appreciation/depreciation		(1,861,542	)		1,018,699			57,806			(4,182,367	)

Net realized and unrealized gain (loss)		1,001,581			(3,747,142	)		313,790			(2,645,192	)

Net income (loss)	$	953,546		$	(3,788,730	)	$	147,599		$	(2,795,848	)

Net income (loss) per weighted-average share (Note 1)	$	4.97		$	(30.64	)	$	0.60		$	(26.12	)

Weighted-average shares outstanding (Note 1)		191,799			123,649			244,171			107,033

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 387,500 shares (Note 1)		30,364,906
Redemption of 337,556 shares (Note 1)		(27,245,818	)

Net addition (redemption) of 49,944 shares (Note 1)		3,119,088


Net investment income (loss)		(166,191	)
Net realized gain (loss)		255,984
Change in net unrealized appreciation/depreciation		57,806

Net income (loss)		147,599


Shareholders’ equity, at September 30, 2013	$	16,035,027

See accompanying notes to financial statements.

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 and 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	147,599		$	(2,795,848	)
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		(286,280	)		(760,225	)
Net sale (purchase) of short-term U.S. government and agency obligations		(3,616,197	)		(7,368,751	)
Change in unrealized appreciation/depreciation on investments		343			(723	)
Decrease (Increase) in receivable on futures contracts		587,465			123,128
Change in offering cost		—			19,574
Increase (Decrease) in management fee payable		35			6,661
Increase (Decrease) in payable on futures contracts		—			312,649
Increase (Decrease) in payable for offering costs		—			(26,624	)

Net cash provided by (used in) operating activities		(3,167,035	)		(10,490,159	)

Cash flow from financing activities
Proceeds from addition of shares		30,364,906			28,130,004
Payment on shares redeemed		(27,245,818	)		(20,300,520	)

Net cash provided by (used in) financing activities		3,119,088			7,829,484

Net increase (decrease) in cash		(47,947	)		(2,660,675	)
Cash, beginning of period		310,060			2,969,266

Cash, end of period	$	262,113		$	308,591

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	273,407	$	175,194
Segregated cash balances with brokers for futures contracts		17,600		14,850
Short-term U.S. government and agency obligations (Note 3) (cost $137,129,482 and $88,573,928, respectively)		137,129,907		88,575,398
Unrealized appreciation on forward agreements		7,782,450		3,729,856
Receivable on open futures contracts		2,440		—

Total assets		145,205,804		92,495,298

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		3,980
Management fee payable		92,394		74,576

Total liabilities		92,394		78,556

Shareholders’ equity
Shareholders’ equity		145,113,410		92,416,742

Total liabilities and shareholders’ equity	$	145,205,804	$	92,495,298

Shares outstanding		1,646,978		1,446,978

Net asset value per share	$	88.11	$	63.87

Market value per share (Note 2)	$	87.88	$	62.60

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(94% of shareholders’ equity)
U.S. Treasury Bills:
0.052% due 10/03/13†	$	44,388,000	$	44,387,965
0.032% due 10/31/13†		28,810,000		28,809,159
0.019% due 12/05/13†		20,905,000		20,904,812
0.047% due 12/12/13†		4,824,000		4,823,855
0.018% due 02/06/14†		25,134,000		25,132,660
0.013% due 03/20/14		13,073,000		13,071,456

Total short-term U.S. government and agency obligations (cost $137,129,482)			$	137,129,907

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires December 2013		2	$	265,400	$	(9,400	)

Forward Agreements^


	Settlement Date	Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
Forward agreements with Deutsche Bank AG based on 0.995 Fine Troy Ounce Gold	10/07/13	$	(121,700	)	$	(161,438,701	)	$	4,474,464
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	10/07/13		(58,998	)		(78,262,617	)		1,765,604
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold	10/07/13		(30,000	)		(39,795,900	)		935,071
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	10/07/13		(7,850	)		(10,413,261	)		607,311

								$	7,782,450

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

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	13,065		$	21,407		$	48,373		$	52,562

Expenses
Management fee		296,972			277,898			892,226			954,699
Brokerage commissions		8			8			32			33

Total expenses		296,980			277,906			892,258			954,732

Net investment income (loss)		(283,915	)		(256,499	)		(843,885	)		(902,170	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		30,380			(1,600	)		95,800			38,100
Forward agreements		5,990,767			(10,988,696	)		39,666,864			(9,316,144	)
Short-term U.S. government and agency obligations		2,788			383			3,993			1,226

Net realized gain (loss)		6,023,935			(10,989,913	)		39,766,657			(9,276,818	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(50,640	)		(31,480	)		(24,640	)		(77,000	)
Forward agreements		(44,003,240	)		(13,858,647	)		4,052,594			(42,496,500	)
Short-term U.S. government and agency obligations		982			2,461			(1,045	)		8,985

Change in net unrealized appreciation/depreciation		(44,052,898	)		(13,887,666	)		4,026,909			(42,564,515	)

Net realized and unrealized gain (loss)		(38,028,963	)		(24,877,579	)		43,793,566			(51,841,333	)

Net income (loss)	$	(38,312,878	)	$	(25,134,078	)	$	42,949,681		$	(52,743,503	)

Net income (loss) per weighted-average share (Note 1)	$	(27.99	)	$	(14.32	)	$	27.46		$	(26.76	)

Weighted-average shares outstanding (Note 1)		1,368,717			1,754,812			1,564,194			1,970,970

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 1,750,000 shares		148,082,137
Redemption of 1,550,000 shares		(138,335,150	)

Net addition (redemption) of 200,000 shares		9,746,987


Net investment income (loss)		(843,885	)
Net realized gain (loss)		39,766,657
Change in net unrealized appreciation/depreciation		4,026,909

Net income (loss)		42,949,681


Shareholders’ equity, at September 30, 2013	$	145,113,410

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	42,949,681		$	(52,743,503	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(2,750	)		(455	)
Net sale (purchase) of short-term U.S. government and agency obligations		(48,555,554	)		62,844,243
Change in unrealized appreciation/depreciation on investments		(4,051,549	)		42,487,515
Decrease (Increase) in receivable on futures contracts		(2,440	)		(1,320	)
Increase (Decrease) in management fee payable		17,818			(47,596	)
Increase (Decrease) in payable on futures contracts		(3,980	)		—

Net cash provided by (used in) operating activities		(9,648,774	)		52,538,884

Cash flow from financing activities
Proceeds from addition of shares		148,082,137			—
Payment on shares redeemed		(138,335,150	)		(52,764,851	)

Net cash provided by (used in) financing activities		9,746,987			(52,764,851	)

Net increase (decrease) in cash		98,213			(225,967	)
Cash, beginning of period		175,194			330,841

Cash, end of period	$	273,407		$	104,874

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	428,378	$	344,378
Segregated cash balances with brokers for futures contracts		24,750		24,200
Short-term U.S. government and agency obligations (Note 3) (cost $106,046,820 and $86,199,868, respectively)		106,048,955		86,206,701
Unrealized appreciation on forward agreements		9,083,114		19,307,685
Receivable on open futures contracts		580		—

Total assets		115,585,777		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		84,701		85,625

Total liabilities		84,701		5,226,261

Shareholders’ equity
Shareholders’ equity		115,501,076		100,656,703

Total liabilities and shareholders’ equity	$	115,585,777	$	105,882,964

Shares outstanding		1,508,489		1,958,489

Net asset value per share	$	76.57	$	51.40

Market value per share (Note 2)	$	76.49	$	50.07

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(92% of shareholders’ equity)
U.S. Treasury Bills:
0.043% due 10/03/13	$	6,755,000	$	6,754,994
0.033% due 10/31/13†		45,457,000		45,455,673
0.047% due 12/12/13†		7,370,000		7,369,779
0.040% due 12/19/13†		7,123,000		7,122,766
0.033% due 12/26/13†		6,031,000		6,030,856
0.026% due 02/06/14†		29,233,000		29,231,442
0.025% due 03/13/14†		4,084,000		4,083,445

Total short-term U.S. government and agency obligations (cost $106,046,820)			$	106,048,955

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires December 2013		2	$	217,080	$	(2,180	)

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	10/07/13	$	(5,467,000	)	$	(118,539,868	)	$	5,461,114
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	10/07/13		(3,016,500	)		(65,406,166	)		1,249,680
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	10/07/13		(1,749,000	)		(37,923,217	)		1,810,591
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	10/07/13		(411,000	)		(8,911,631	)		561,729

								$	9,083,114

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

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	8,580		$	25,338		$	47,626		$	69,765

Expenses
Management fee		219,042			315,479			759,657			1,219,073
Brokerage commissions		8			8			32			33

Total expenses		219,050			315,487			759,689			1,219,106

Net investment income (loss)		(210,470	)		(290,149	)		(712,063	)		(1,149,341	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		3,700			8,100			129,440			61,500
Forward agreements		5,999,781			(30,594,433	)		86,693,880			(27,269,372	)
Short-term U.S. government and agency obligations		4,502			911			7,599			869

Net realized gain (loss)		6,007,983			(30,585,422	)		86,830,919			(27,207,003	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(25,580	)		(77,050	)		(42,200	)		(125,870	)
Forward agreements		(32,063,071	)		(36,484,084	)		(10,224,571	)		(57,492,979	)
Short-term U.S. government and agency obligations		3,530			(270	)		(4,698	)		8,702

Change in net unrealized appreciation/depreciation		(32,085,121	)		(36,561,404	)		(10,271,469	)		(57,610,147	)

Net realized and unrealized gain (loss)		(26,077,138	)		(67,146,826	)		76,559,450			(84,817,150	)

Net income (loss)	$	(26,287,608	)	$	(67,436,975	)	$	75,847,387		$	(85,966,491	)

Net income (loss) per weighted-average share (Note 1)	$	(23.75	)	$	(29.10	)	$	46.96		$	(28.59	)

Weighted-average shares outstanding (Note 1)		1,106,858			2,317,728			1,615,265			3,006,900

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 3,050,000 shares		220,175,462
Redemption of 3,500,000 shares		(281,178,476	)

Net addition (redemption) of (450,000) shares		(61,003,014	)


Net investment income (loss)		(712,063	)
Net realized gain (loss)		86,830,919
Change in net unrealized appreciation/depreciation		(10,271,469	)

Net income (loss)		75,847,387


Shareholders’ equity, at September 30, 2013	$	115,501,076

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	75,847,387		$	(85,966,491	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(550	)		15,760
Net sale (purchase) of short-term U.S. government and agency obligations		(19,846,952	)		85,371,648
Change in unrealized appreciation/depreciation on investments		10,229,269			57,484,277
Decrease (Increase) in receivable on futures contracts		(580	)		—
Increase (Decrease) in management fee payable		(924	)		(94,337	)
Increase (Decrease) in payable on futures contracts		(2,520	)		—

Net cash provided by (used in) operating activities		66,225,130			56,810,857

Cash flow from financing activities
Proceeds from addition of shares		220,175,462			296,567,192
Payment on shares redeemed		(286,316,592	)		(353,503,290	)

Net cash provided by (used in) financing activities		(66,141,130	)		(56,936,098	)

Net increase (decrease) in cash		84,000			(125,241	)
Cash, beginning of period		344,378			648,166

Cash, end of period	$	428,378		$	522,925

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	501,333	$	302,359
Segregated cash balances with brokers for futures contracts		118,250		63,250
Short-term U.S. government and agency obligations (Note 3) (cost $6,666,802 and $3,409,716, respectively)		6,666,790		3,409,904
Receivable on open futures contracts		—		6,612
Offering costs (Note 5)		—		19,770
Limitation by Sponsor		—		2,145

Total assets		7,286,373		3,804,040

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		3,225		—
Management fee payable		5,758		—
Payable for offering costs		—		41,000

Total liabilities		8,983		41,000

Shareholders’ equity
Shareholders’ equity		7,277,390		3,763,040

Total liabilities and shareholders’ equity	$	7,286,373	$	3,804,040

Shares outstanding		200,005		100,005

Net asset value per share	$	36.39	$	37.63

Market value per share (Note 2)	$	36.41	$	37.64

See accompanying notes to financial statements.

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(92% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 10/03/13	$	45,000	$	45,000
0.014% due 10/31/13		2,884,000		2,883,916
0.014% due 12/12/13		3,136,000		3,135,906
0.037% due 02/06/14		602,000		601,968

Total short-term U.S. government and agency obligations (cost $6,666,802)			$	6,666,790

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Euro Fx Currency Futures - CME, expires December 2013		43	$	7,270,763	$	(141,094	)

††	Cash collateral in the amount of $118,250 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013, THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND THE PERIOD FROM JUNE 26, 2012 (COMMENCEMENT OF INVESTMENT OPERATIONS) TO SEPTEMBER 30, 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			June 26, 2012 to September 30, 2012
Investment Income
Interest	$	338		$	641		$	1,363		$	641

Expenses
Management fee		16,080			—			16,573			—
Brokerage commissions		287			134			517			197
Offering costs		—			10,334			45,511			10,896
Limitation by Sponsor		—			(816	)		(28,232	)		(964	)

Total expenses		16,367			9,652			34,369			10,129

Net investment income (loss)		(16,029	)		(9,011	)		(33,006	)		(9,488	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(39,024	)		(102,555	)		(114,962	)		(104,555	)
Short-term U.S. government and agency obligations		15			(1	)		162			(1	)

Net realized gain (loss)		(39,009	)		(102,556	)		(114,800	)		(104,556	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(208,707	)		36,694			(86,038	)		(13,619	)
Short-term U.S. government and agency obligations		(93	)		18			(200	)		18

Change in net unrealized appreciation/depreciation		(208,800	)		36,712			(86,238	)		(13,601	)

Net realized and unrealized gain (loss)		(247,809	)		(65,844	)		(201,038	)		(118,157	)

Net income (loss)	$	(263,838	)	$	(74,855	)	$	(234,044	)	$	(127,645	)

Net income (loss) per weighted-average share	$	(1.46	)	$	(0.75	)	$	(1.84	)	$	(1.29	)

Weighted-average shares outstanding		180,983			100,005			127,294			98,974

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 100,000 shares		3,748,394


Net investment income (loss)		(33,006	)
Net realized gain (loss)		(114,800	)
Change in net unrealized appreciation/depreciation		(86,238	)

Net income (loss)		(234,044	)


Shareholders’ equity, at September 30, 2013	$	7,277,390

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND THE PERIOD FROM JUNE 26, 2012 (COMMENCEMENT OF INVESTMENT OPERATIONS) TO SEPTEMBER 30, 2012

(unaudited)


	Nine months ended September 30, 2013			June 26, 2012 to September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(234,044	)	$	(127,645	)
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		(55,000	)		(79,200	)
Net sale (purchase) of short-term U.S. government and agency obligations		(3,257,086	)		(3,446,976	)
Change in unrealized appreciation/depreciation on investments		200			(18	)
Decrease (Increase) in receivable on futures contracts		6,612			(19,500	)
Decrease (Increase) in Limitation by Sponsor		2,145			(964	)
Change in offering cost		19,770			10,896
Increase (Decrease) in management fee payable		5,758			—
Increase (Decrease) in payable on futures contracts		3,225			—
Increase (Decrease) in payable for offering costs		(41,000	)		—

Net cash provided by (used in) operating activities		(3,549,420	)		(3,663,407	)

Cash flow from financing activities
Proceeds from addition of shares		3,748,394			4,000,000

Net cash provided by (used in) financing activities		3,748,394			4,000,000

Net increase (decrease) in cash		198,974			336,593
Cash, beginning of period		302,359			200

Cash, end of period	$	501,333		$	336,793

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	972,741	$	361,157
Segregated cash balances with brokers for futures contracts		1,044,747		144,540
Short-term U.S. government and agency obligations (Note 3) (cost $22,015,646 and $3,302,725, respectively)		22,016,137		3,302,907
Offering costs (Note 5)		—		22,129
Limitation by Sponsor		—		2,216

Total assets		24,033,625		3,832,949

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		36,330		10,950
Management fee payable		19,068		—
Payable for offering costs		—		41,000

Total liabilities		55,398		51,950

Shareholders’ equity
Shareholders’ equity		23,978,227		3,780,999

Total liabilities and shareholders’ equity	$	24,033,625	$	3,832,949

Shares outstanding		550,005		100,005

Net asset value per share	$	43.60	$	37.81

Market value per share (Note 2)	$	43.54	$	37.74

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(92% of shareholders’ equity)
U.S. Treasury Bills:
0.030% due 10/03/13	$	1,343,000	$	1,342,999
0.036% due 10/31/13		620,000		619,982
0.019% due 12/12/13		10,660,000		10,659,680
0.040% due 12/19/13		2,583,000		2,582,915
0.037% due 12/26/13		1,980,000		1,979,953
0.034% due 02/06/14		3,200,000		3,199,829
0.018% due 03/13/14		1,631,000		1,630,779

Total short-term U.S. government and agency obligations (cost $22,015,646)			$	22,016,137

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires December 2013		519	$	48,158,010	$	(466,612	)

††	Cash collateral in the amount of $1,044,747 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND THE PERIOD FROM JULY 17, 2012 (COMMENCEMENT OF INVESTMENT OPERATIONS) TO SEPTEMBER 30, 2012

(unaudited)


	Three months ended September 30, 2013			Nine months ended September 30, 2013			July 17, 2012 to September 30, 2012*
Investment Income
Interest	$	1,790		$	3,399		$	586

Expenses
Management fee		47,611			47,611			—
Brokerage commissions		4,057			7,836			605
Offering costs		2,926			47,870			8,537
Limitation by Sponsor		—			(1,259	)		(1,012	)
Reduction to Limitation by Sponsor		6,817			—			—

Total expenses		61,411			102,058			8,130

Net investment income (loss)		(59,621	)		(98,659	)		(7,544	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		389,254			2,294,351			(123,485	)
Short-term U.S. government and agency obligations		156			317			(2	)

Net realized gain (loss)		389,410			2,294,668			(123,487	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,865,253	)		(552,202	)		1,140
Short-term U.S. government and agency obligations		535			309			17

Change in net unrealized appreciation/depreciation		(1,864,718	)		(551,893	)		1,157

Net realized and unrealized gain (loss)		(1,475,308	)		1,742,775			(122,330	)

Net income (loss)	$	(1,534,929	)	$	1,644,116		$	(129,874	)

Net income (loss) per weighted-average share	$	(2.94	)	$	5.43		$	(1.32	)

Weighted-average shares outstanding		522,831			302,935			98,689

*	Since the Fund commenced investment operations on July 17, 2012, the Statement of Operations for the nine months ended September 30, 2012 has not been provided.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 450,000 shares		18,553,112


Net investment income (loss)		(98,659	)
Net realized gain (loss)		2,294,668
Change in net unrealized appreciation/depreciation		(551,893	)

Net income (loss)		1,644,116


Shareholders’ equity, at September 30, 2013	$	23,978,227

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND THE PERIOD FROM JULY 17, 2012 (COMMENCEMENT OF INVESTMENT OPERATIONS) TO SEPTEMBER 30, 2012

(unaudited)


	Nine months ended September 30, 2013			July 17, 2012 to September 30, 2012
Cash flow from operating activities
Net income (loss)	$	1,644,116		$	(129,874	)
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		(900,207	)		(206,250	)
Net sale (purchase) of short-term U.S. government and agency obligations		(18,712,921	)		(3,302,978	)
Change in unrealized appreciation/depreciation on investments		(309	)		(17	)
Decrease (Increase) in receivable on futures contracts		—			(51,288	)
Decrease (Increase) in Limitation by Sponsor		2,216			(1,012	)
Change in offering cost		22,129			8,537
Increase (Decrease) in management fee payable		19,068			—
Increase (Decrease) in payable on futures contracts		25,380			—
Increase (Decrease) in payable for offering costs		(41,000	)		—

Net cash provided by (used in) operating activities		(17,941,528	)		(3,682,882	)

Cash flow from financing activities
Proceeds from addition of shares		18,553,112			4,000,000

Net cash provided by (used in) financing activities		18,553,112			4,000,000

Net increase (decrease) in cash		611,584			317,118
Cash, beginning of period		361,157			200

Cash, end of period	$	972,741		$	317,318

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	241,121	$	276,372
Short-term U.S. government and agency obligations (Note 3) (cost $482,813,582 and $553,417,216, respectively)		482,820,998		553,430,562
Unrealized appreciation on foreign currency forward contracts		1,643,765		251,047

Total assets		484,705,884		553,957,981

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		13,282,209
Management fee payable		370,009		499,127
Unrealized depreciation on foreign currency forward contracts		27,575,831		13,398,619

Total liabilities		27,945,840		27,179,955

Shareholders’ equity
Shareholders’ equity		456,760,044		526,778,026

Total liabilities and shareholders’ equity	$	484,705,884	$	553,957,981

Shares outstanding		25,750,014		27,700,014

Net asset value per share	$	17.74	$	19.02

Market value per share (Note 2)	$	17.75	$	19.01

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(106% of shareholders’ equity)
U.S. Treasury Bills:
0.049% due 10/03/13	$	22,750,000	$	22,749,982
0.041% due 10/31/13†		207,300,000		207,293,947
0.019% due 12/05/13†		232,904,000		232,901,904
0.019% due 12/12/13†		9,649,000		9,648,710
0.021% due 02/06/14†		10,227,000		10,226,455

Total short-term U.S. government and agency obligations (cost $482,813,582)			$	482,820,998

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	10/04/13		59,619,300		$	80,653,379		$	1,060,483
Euro with UBS AG	10/04/13		44,376,200			60,032,413			583,282

								$	1,643,765

Contracts to Sell
Euro with Goldman Sachs International	10/04/13		(395,033,825	)	$	(534,404,339	)	$	(13,695,213	)
Euro with UBS AG	10/04/13		(385,179,200	)		(521,072,938	)		(13,880,618	)

								$	(27,575,831	)

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	39,032		$	160,447		$	179,135		$	359,466

Expenses
Management fee		1,169,113			2,052,823			3,553,447			6,345,979

Total expenses		1,169,113			2,052,823			3,553,447			6,345,979

Net investment income (loss)		(1,130,081	)		(1,892,376	)		(3,374,312	)		(5,986,513	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(8,625,860	)		(14,572,815	)		(19,722,590	)		106,381,285
Short-term U.S. government and agency obligations		2,718			(442	)		7,137			(877	)

Net realized gain (loss)		(8,623,142	)		(14,573,257	)		(19,715,453	)		106,380,408

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(30,678,790	)		(12,582,909	)		(12,784,494	)		(102,605,174	)
Short-term U.S. government and agency obligations		17,665			744			(5,930	)		50,098

Change in net unrealized appreciation/depreciation		(30,661,125	)		(12,582,165	)		(12,790,424	)		(102,555,076	)

Net realized and unrealized gain (loss)		(39,284,267	)		(27,155,422	)		(32,505,877	)		3,825,332

Net income (loss)	$	(40,414,348	)	$	(29,047,798	)	$	(35,880,189	)	$	(2,161,181	)

Net income (loss) per weighted-average share	$	(1.53	)	$	(0.72	)	$	(1.36	)	$	(0.05	)

Weighted-average shares outstanding		26,331,536			40,283,166			26,459,721			43,594,175

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 6,250,000 shares		119,076,233
Redemption of 8,200,000 shares		(153,214,026	)

Net addition (redemption) of (1,950,000) shares		(34,137,793	)


Net investment income (loss)		(3,374,312	)
Net realized gain (loss)		(19,715,453	)
Change in net unrealized appreciation/depreciation		(12,790,424	)

Net income (loss)		(35,880,189	)


Shareholders’ equity, at September 30, 2013	$	456,760,044

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(35,880,189	)	$	(2,161,181	)
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		70,603,634			220,067,988
Change in unrealized appreciation/depreciation on investments		12,790,424			102,555,076
Increase (Decrease) in management fee payable		(129,118	)		(242,729	)

Net cash provided by (used in) operating activities		47,384,751			320,219,154

Cash flow from financing activities
Proceeds from addition of shares		119,076,233			254,964,609
Payment on shares redeemed		(166,496,235	)		(574,890,311	)

Net cash provided by (used in) financing activities		(47,420,002	)		(319,925,702	)

Net increase (decrease) in cash		(35,251	)		293,452
Cash, beginning of period		276,372			102,088

Cash, end of period	$	241,121		$	395,540

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	475,539	$	363,826
Short-term U.S. government and agency obligations (Note 3) (cost $475,703,032 and $362,731,936, respectively)		475,704,411		362,743,231
Unrealized appreciation on foreign currency forward contracts		793,507		38,346,817
Receivable from capital shares sold		—		7,613,633

Total assets		476,973,457		409,067,507

Liabilities and shareholders’ equity
Liabilities
Management fee payable		378,269		271,235
Unrealized depreciation on foreign currency forward contracts		13,313,050		232,642

Total liabilities		13,691,319		503,877

Shareholders’ equity
Shareholders’ equity		463,282,138		408,563,630

Total liabilities and shareholders’ equity	$	476,973,457	$	409,067,507

Shares outstanding		7,449,294		8,049,294

Net asset value per share	$	62.19	$	50.76

Market value per share (Note 2)	$	62.23	$	50.77

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(103% of shareholders’ equity)
U.S. Treasury Bills:
0.044% due 10/03/13	$	83,949,000	$	83,948,933
0.039% due 10/31/13†		23,268,000		23,267,320
0.016% due 12/12/13†		334,713,000		334,702,959
0.021% due 02/06/14†		33,787,000		33,785,199

Total short-term U.S. government and agency obligations (cost $475,703,032)			$	475,704,411

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	10/04/13		10,842,832,400		$	110,305,446		$	718,095
Yen with UBS AG	10/04/13		4,202,410,900			42,751,635			75,412

								$	793,507

Contracts to Sell
Yen with Goldman Sachs International	10/04/13		(56,007,835,200	)	$	(569,774,484	)	$	(7,048,993	)
Yen with UBS AG	10/04/13		(50,043,376,200	)		(509,097,321	)		(6,264,057	)

								$	(13,313,050	)

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	40,839		$	41,475		$	171,429		$	104,677

Expenses
Management fee		1,205,676			537,172			3,450,237			1,699,389

Total expenses		1,205,676			537,172			3,450,237			1,699,389

Net investment income (loss)		(1,164,837	)		(495,697	)		(3,278,808	)		(1,594,712	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(5,693,424	)		(4,756,665	)		139,331,278			5,696,143
Short-term U.S. government and agency obligations		1,031			205			5,849			897

Net realized gain (loss)		(5,692,393	)		(4,756,460	)		139,337,127			5,697,040

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(8,391,457	)		(6,717,569	)		(50,633,718	)		1,720,295
Short-term U.S. government and agency obligations		(44	)		1,760			(9,916	)		9,826

Change in net unrealized appreciation/depreciation		(8,391,501	)		(6,715,809	)		(50,643,634	)		1,730,121

Net realized and unrealized gain (loss)		(14,083,894	)		(11,472,269	)		88,693,493			7,427,161

Net income (loss)	$	(15,248,731	)	$	(11,967,966	)	$	85,414,685		$	5,832,449

Net income (loss) per weighted-average share	$	(1.92	)	$	(2.24	)	$	10.85		$	1.05

Weighted-average shares outstanding		7,957,990			5,349,294			7,874,019			5,542,177

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 4,300,000 shares		272,070,096
Redemption of 4,900,000 shares		(302,766,273	)

Net addition (redemption) of (600,000) shares		(30,696,177	)


Net investment income (loss)		(3,278,808	)
Net realized gain (loss)		139,337,127
Change in net unrealized appreciation/depreciation		(50,643,634	)

Net income (loss)		85,414,685


Shareholders’ equity, at September 30, 2013	$	463,282,138

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	85,414,685		$	5,832,449
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		(112,971,096	)		(12,529,606	)
Change in unrealized appreciation/depreciation on investments		50,643,634			(1,730,121	)
Increase (Decrease) in management fee payable		107,034			(1,421	)

Net cash provided by (used in) operating activities		23,194,257			(8,428,699	)

Cash flow from financing activities
Proceeds from addition of shares		279,683,729			146,771,879
Payment on shares redeemed		(302,766,273	)		(138,310,736	)

Net cash provided by (used in) financing activities		(23,082,544	)		8,461,143

Net increase (decrease) in cash		111,713			32,444
Cash, beginning of period		363,826			22,338

Cash, end of period	$	475,539		$	54,782

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	124,557	$	167,546
Short-term U.S. government and agency obligations (Note 3) (cost $4,107,812 and $6,240,818, respectively)		4,107,868		6,240,951

Total assets		4,232,425		6,408,497

Liabilities and shareholders’ equity
Liabilities
Management fee payable		3,225		5,018
Unrealized depreciation on swap agreements		237,372		306,268

Total liabilities		240,597		311,286

Shareholders’ equity
Shareholders’ equity		3,991,828		6,097,211

Total liabilities and shareholders’ equity	$	4,232,425	$	6,408,497

Shares outstanding		200,014		250,014

Net asset value per share	$	19.96	$	24.39

Market value per share (Note 2)	$	19.92	$	23.93

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(103% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 10/03/13†	$	520,000	$	520,000
0.050% due 10/31/13†		1,396,000		1,395,959
0.014% due 12/12/13†		1,115,000		1,114,966
0.026% due 02/06/14		1,077,000		1,076,943

Total short-term U.S. government and agency obligations (cost $4,107,812)			$	4,107,868

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Dow Jones-UBS Commodity Index	10/07/13	$	2,467,834	$	(73,556	)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index	10/07/13		3,803,041		(113,209	)
Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index	10/07/13		1,697,422		(50,607	)

				$	(237,372	)

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	395		$	1,472		$	1,809		$	3,401

Expenses
Management fee		9,770			21,020			32,386			62,966

Total expenses		9,770			21,020			32,386			62,966

Net investment income (loss)		(9,375	)		(19,548	)		(30,577	)		(59,565	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(85,078	)		1,946,086			(868,053	)		(234,500	)
Short-term U.S. government and agency obligations		11			(7	)		41			(7	)

Net realized gain (loss)		(85,067	)		1,946,079			(868,012	)		(234,507	)

Change in net unrealized appreciation/depreciation on
Swap agreements		233,903			(418,834	)		68,896			974,662
Short-term U.S. government and agency obligations		40			278			(77	)		586

Change in net unrealized appreciation/depreciation		233,943			(418,556	)		68,819			975,248

Net realized and unrealized gain (loss)		148,876			1,527,523			(799,193	)		740,741

Net income (loss)	$	139,501		$	1,507,975		$	(829,770	)	$	681,176

Net income (loss) per weighted-average share	$	0.70		$	4.53		$	(4.03	)	$	1.98

Weighted-average shares outstanding		200,014			333,166			205,692			344,357

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

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


Net investment income (loss)		(30,577	)
Net realized gain (loss)		(868,012	)
Change in net unrealized appreciation/depreciation		68,819

Net income (loss)		(829,770	)


Shareholders’ equity, at September 30, 2013	$	3,991,828

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(829,770	)	$	681,176
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		2,133,006			1,812,451
Change in unrealized appreciation/depreciation on investments		(68,819	)		(975,248	)
Increase (Decrease) in management fee payable		(1,793	)		(958	)

Net cash provided by (used in) operating activities		1,232,624			1,517,421

Cash flow from financing activities
Payment on shares redeemed		(1,275,613	)		(1,338,727	)

Net cash provided by (used in) financing activities		(1,275,613	)		(1,338,727	)

Net increase (decrease) in cash		(42,989	)		178,694
Cash, beginning of period		167,546			59,453

Cash, end of period	$	124,557		$	238,147

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	685,206	$	2,198,932
Segregated cash balances with brokers for futures contracts		4,929,430		23,356,627
Short-term U.S. government and agency obligations (Note 3) (cost $136,392,465 and $437,644,628, respectively)		136,394,297		437,662,650
Unrealized appreciation on swap agreements		—		33,333,620
Receivable from capital shares sold		6,943,327		—
Receivable on open futures contracts		—		3,430,415

Total assets		148,952,260		499,982,244

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		16,071,243
Payable on open futures contracts		772,970		—
Management fee payable		109,485		402,037
Unrealized depreciation on swap agreements		10,995,019		—

Total liabilities		11,877,474		16,473,280

Shareholders’ equity
Shareholders’ equity		137,074,786		483,508,964

Total liabilities and shareholders’ equity	$	148,952,260	$	499,982,244

Shares outstanding		3,949,170		16,449,170

Net asset value per share	$	34.71	$	29.39

Market value per share (Note 2)	$	34.73	$	29.32

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(100% of shareholders’ equity)
U.S. Treasury Bills:
0.038% due 10/03/13†	$	8,765,000	$	8,764,993
0.019% due 10/31/13†		4,253,000		4,252,876
0.021% due 11/21/13†		71,041,000		71,038,990
0.025% due 12/05/13†		2,257,000		2,256,980
0.045% due 12/12/13†		1,266,000		1,265,962
0.045% due 12/19/13		1,725,000		1,724,943
0.033% due 12/26/13†		2,164,000		2,163,948
0.023% due 02/06/14†		44,928,000		44,925,605

Total short-term U.S. government and agency obligations (cost $136,392,465)			$	136,394,297

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires November 2013		1,093	$	111,846,690	$	(2,710,766	)

Swap Agreements^


	Termination Date	Notional Amount at Value*		Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	10/07/13	$	46,973,928	$	(2,428,302	)
Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index	10/07/13		45,742,000		(3,504,152	)
Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index	10/07/13		25,106,915		(1,910,928	)
Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Sub-Index	10/07/13		44,514,417		(3,151,637	)

				$	(10,995,019	)

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

††	Cash collateral in the amount of $4,929,430 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	13,828		$	63,544		$	115,731		$	126,796

Expenses
Management fee		391,381			914,474			1,902,343			2,267,600
Brokerage commissions		5,957			17,756			44,268			51,677

Total expenses		397,338			932,230			1,946,611			2,319,277

Net investment income (loss)		(383,510	)		(868,686	)		(1,830,880	)		(2,192,481	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		14,935,152			39,863,006			58,472,792			(3,106,383	)
Swap agreements		38,653,932			53,732,254			82,414,286			85,922
Short-term U.S. government and agency obligations		2,220			1,157			11,070			3,970

Net realized gain (loss)		53,591,304			93,596,417			140,898,148			(3,016,491	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(3,023,114	)		(15,276,450	)		(24,671,176	)		(3,775,100	)
Swap agreements		(15,181,493	)		(17,443,924	)		(44,328,639	)		(3,473,334	)
Short-term U.S. government and agency obligations		(157	)		(123	)		(16,190	)		19,991

Change in net unrealized appreciation/depreciation		(18,204,764	)		(32,720,497	)		(69,016,005	)		(7,228,443	)

Net realized and unrealized gain (loss)		35,386,540			60,875,920			71,882,143			(10,244,934	)

Net income (loss)	$	35,003,030		$	60,007,234		$	70,051,263		$	(12,437,415	)

Net income (loss) per weighted-average share	$	7.77		$	4.94		$	8.11		$	(1.35	)

Weighted-average shares outstanding		4,506,235			12,151,344			8,637,082			9,201,542

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 7,700,000 shares		219,201,551
Redemption of 20,200,000 shares		(635,686,992	)

Net addition (redemption) of (12,500,000) shares		(416,485,441	)


Net investment income (loss)		(1,830,880	)
Net realized gain (loss)		140,898,148
Change in net unrealized appreciation/depreciation		(69,016,005	)

Net income (loss)		70,051,263


Shareholders’ equity, at September 30, 2013	$	137,074,786

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	70,051,263		$	(12,437,415	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		18,427,197			(3,115,277	)
Net sale (purchase) of short-term U.S. government and agency obligations		301,252,163			(119,232,604	)
Change in unrealized appreciation/depreciation on investments		44,344,829			3,453,343
Decrease (Increase) in receivable on futures contracts		3,430,415			(1,043,668	)
Increase (Decrease) in management fee payable		(292,552	)		51,287
Increase (Decrease) in payable on futures contracts		772,970			—

Net cash provided by (used in) operating activities		437,986,285			(132,324,334	)

Cash flow from financing activities
Proceeds from addition of shares		212,258,224			591,617,005
Payment on shares redeemed		(651,758,235	)		(459,048,365	)

Net cash provided by (used in) financing activities		(439,500,011	)		132,568,640

Net increase (decrease) in cash		(1,513,726	)		244,306
Cash, beginning of period		2,198,932			495,671

Cash, end of period	$	685,206		$	739,977

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	3,961,056	$	3,385,764
Segregated cash balances with brokers for futures contracts		12,222,210		10,264,090
Short-term U.S. government and agency obligations (Note 3) (cost $75,236,739 and $64,312,441, respectively)		75,238,008		64,313,224
Receivable from capital shares sold		4,838,992		—

Total assets		96,260,266		77,963,078

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		1,999,143		4,891,783
Management fee payable		71,955		51,925

Total liabilities		2,071,098		4,943,708

Shareholders’ equity
Shareholders’ equity		94,189,168		73,019,370

Total liabilities and shareholders’ equity	$	96,260,266	$	77,963,078

Shares outstanding		2,919,941		1,869,941

Net asset value per share	$	32.26	$	39.05

Market value per share (Note 2)	$	32.18	$	39.24

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(80% of shareholders’ equity)
U.S. Treasury Bills:
0.039% due 10/03/13	$	5,406,000	$	5,405,996
0.030% due 10/31/13		28,257,000		28,256,175
0.025% due 12/05/13		1,984,000		1,983,982
0.045% due 12/12/13		6,718,000		6,717,798
0.036% due 12/19/13		4,966,000		4,965,837
0.034% due 12/26/13		3,632,000		3,631,913
0.026% due 02/06/14		19,439,000		19,437,964
0.018% due 03/13/14		4,839,000		4,838,343

Total short-term U.S. government and agency obligations (cost $75,236,739)			$	75,238,008

Futures Contracts Purchased ††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires November 2013		5,291	$	188,359,600	$	3,434,395

††	Cash collateral in the amount of $12,222,210 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	5,794		$	9,896		$	22,420		$	18,894

Expenses
Management fee		188,763			137,754			458,553			260,956
Brokerage commissions		31,168			31,584			87,565			90,703
Offering costs		—			17,694			—			63,342

Total expenses		219,931			187,032			546,118			415,001

Net investment income (loss)		(214,137	)		(177,136	)		(523,698	)		(396,107	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(14,491,916	)		20,880,016			410,025			(5,782,759	)
Short-term U.S. government and agency obligations		1,729			451			5,506			1,705

Net realized gain (loss)		(14,490,187	)		20,880,467			415,531			(5,781,054	)

Change in net unrealized appreciation/depreciation on
Futures contracts		9,380,633			(5,822,190	)		7,251,345			13,594,580
Short-term U.S. government and agency obligations		2,201			(319	)		486			1,575

Change in net unrealized appreciation/depreciation		9,382,834			(5,822,509	)		7,251,831			13,596,155

Net realized and unrealized gain (loss)		(5,107,353	)		15,057,958			7,667,362			7,815,101

Net income (loss)	$	(5,321,490	)	$	14,880,822		$	7,143,664		$	7,418,994

Net income (loss) per weighted-average share (Note 1)	$	(2.33	)	$	10.27		$	4.27		$	7.15

Weighted-average shares outstanding (Note 1)		2,285,158			1,448,274			1,671,223			1,037,473

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 3,750,000 shares		134,247,069
Redemption of 2,700,000 shares		(120,220,935	)

Net addition (redemption) of 1,050,000 shares		14,026,134


Net investment income (loss)		(523,698	)
Net realized gain (loss)		415,531
Change in net unrealized appreciation/depreciation		7,251,831

Net income (loss)		7,143,664


Shareholders’ equity, at September 30, 2013	$	94,189,168

See accompanying notes to financial statements.

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	7,143,664		$	7,418,994
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		(1,958,120	)		(10,458,841	)
Net sale (purchase) of short-term U.S. government and agency obligations		(10,924,298	)		(65,921,169	)
Change in unrealized appreciation/depreciation on investments		(486	)		(1,575	)
Decrease (Increase) in receivable on futures contracts		—			(2,218,701	)
Change in offering cost		—			19,574
Increase (Decrease) in management fee payable		20,030			54,666
Increase (Decrease) in payable on futures contracts		(2,892,640	)		—
Increase (Decrease) in payable for offering costs		—			(26,624	)

Net cash provided by (used in) operating activities		(8,611,850	)		(71,133,676	)

Cash flow from financing activities
Proceeds from addition of shares		129,408,077			97,320,934
Payment on shares redeemed		(120,220,935	)		(26,076,573	)

Net cash provided by (used in) financing activities		9,187,142			71,244,361

Net increase (decrease) in cash		575,292			110,685
Cash, beginning of period		3,385,764			3,361,868

Cash, end of period	$	3,961,056		$	3,472,553

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	191,886	$	342,345
Segregated cash balances with brokers for futures contracts		17,600		14,850
Short-term U.S. government and agency obligations (Note 3) (cost $189,665,568 and $350,608,755, respectively)		189,669,408		350,624,904
Receivable on open futures contracts		—		3,980

Total assets		189,878,894		350,986,079

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		2,440		—
Management fee payable		140,211		279,269
Unrealized depreciation on forward agreements		17,189,960		15,652,058

Total liabilities		17,332,611		15,931,327

Shareholders’ equity
Shareholders’ equity		172,546,283		335,054,752

Total liabilities and shareholders’ equity	$	189,878,894	$	350,986,079

Shares outstanding		3,400,014		4,000,014

Net asset value per share	$	50.75	$	83.76

Market value per share (Note 2)	$	50.86	$	85.34

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(110% of shareholders’ equity)
U.S. Treasury Bills:
0.045% due 10/03/13†	$	58,602,000	$	58,601,953
0.048% due 10/31/13†		39,951,000		39,949,834
0.043% due 11/21/13†		10,530,000		10,529,702
0.014% due 12/12/13†		2,804,000		2,803,916
0.045% due 12/19/13		15,428,000		15,427,492
0.023% due 02/06/14†		59,813,000		59,809,812
0.042% due 03/20/14†		2,547,000		2,546,699

Total short-term U.S. government and agency obligations (cost $189,665,568)			$	189,669,408

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires December 2013		2	$	265,400	$	9,420

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	10/07/13	$	142,200	$	188,632,566	$	(9,410,748	)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold	10/07/13		66,620		88,373,429		(4,079,114	)
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold	10/07/13		34,900		46,295,897		(2,180,790	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold	10/07/13		16,200		21,489,786		(1,519,308	)

						$	(17,189,960	)

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

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	18,099		$	62,437		$	118,967		$	151,337

Expenses
Management fee		409,677			825,270			1,692,282			2,546,445
Brokerage commissions		8			8			32			33

Total expenses		409,685			825,278			1,692,314			2,546,478

Net investment income (loss)		(391,586	)		(762,841	)		(1,573,347	)		(2,395,141	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(30,400	)		1,600			(95,940	)		(37,880	)
Forward agreements		(5,880,490	)		23,187,603			(124,238,804	)		(27,034,257	)
Short-term U.S. government and agency obligations		3,048			1,030			11,545			1,664

Net realized gain (loss)		(5,907,842	)		23,190,233			(124,323,199	)		(27,070,473	)

Change in net unrealized appreciation/depreciation on
Futures contracts		50,680			31,360			24,660			76,780
Forward agreements		36,515,444			47,286,260			(1,537,902	)		111,479,069
Short-term U.S. government and agency obligations		6,673			5,738			(12,309	)		17,402

Change in net unrealized appreciation/depreciation		36,572,797			47,323,358			(1,525,551	)		111,573,251

Net realized and unrealized gain (loss)		30,664,955			70,513,591			(125,848,750	)		84,502,778

Net income (loss)	$	30,273,369		$	69,750,750		$	(127,422,097	)	$	82,107,637

Net income (loss) per weighted-average share	$	9.07		$	17.08		$	(34.81	)	$	19.69

Weighted-average shares outstanding		3,338,057			4,083,166			3,661,003			4,169,722

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 550,000 shares		30,696,013
Redemption of 1,150,000 shares		(65,782,385	)

Net addition (redemption) of (600,000) shares		(35,086,372	)


Net investment income (loss)		(1,573,347	)
Net realized gain (loss)		(124,323,199	)
Change in net unrealized appreciation/depreciation		(1,525,551	)

Net income (loss)		(127,422,097	)


Shareholders’ equity, at September 30, 2013	$	172,546,283

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(127,422,097	)	$	82,107,637
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(2,750	)		6,045
Net sale (purchase) of short-term U.S. government and agency obligations		160,943,187			41,103,492
Change in unrealized appreciation/depreciation on investments		1,550,211			(111,496,471	)
Decrease (Increase) in receivable on futures contracts		3,980			540
Increase (Decrease) in management fee payable		(139,058	)		(12,934	)
Increase (Decrease) in payable on futures contracts		2,440			—

Net cash provided by (used in) operating activities		34,935,913			11,708,309

Cash flow from financing activities
Proceeds from addition of shares		30,696,013			57,677,607
Payment on shares redeemed		(65,782,385	)		(69,697,699	)

Net cash provided by (used in) financing activities		(35,086,372	)		(12,020,092	)

Net increase (decrease) in cash		(150,459	)		(311,783	)
Cash, beginning of period		342,345			400,533

Cash, end of period	$	191,886		$	88,750

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	635,419	$	890,051
Segregated cash balances with brokers for futures contracts		24,750		24,200
Short-term U.S. government and agency obligations (Note 3) (cost $633,826,597 and $891,006,493, respectively)		633,827,603		891,057,386
Receivable from capital shares sold		—		2,148,957
Receivable on open futures contracts		—		2,520

Total assets		634,487,772		894,123,114

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		1,780		—
Management fee payable		473,214		657,008
Unrealized depreciation on forward agreements		80,087,349		145,740,706

Total liabilities		80,562,343		146,397,714

Shareholders’ equity
Shareholders’ equity		553,925,429		747,725,400

Total liabilities and shareholders’ equity	$	634,487,772	$	894,123,114

Shares outstanding		27,600,028		17,400,028

Net asset value per share	$	20.07	$	42.97

Market value per share (Note 2)	$	20.05	$	44.10

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(114% of shareholders’ equity)
U.S. Treasury Bills:
0.045% due 10/03/13	$	198,112,000	$	198,111,841
0.045% due 10/31/13		102,670,000		102,667,002
0.022% due 11/21/13†		122,401,000		122,397,536
0.025% due 12/05/13†		3,352,000		3,351,970
0.043% due 12/19/13†		18,706,000		18,705,385
0.033% due 12/26/13		1,299,000		1,298,969
0.012% due 02/06/14†		185,512,000		185,502,112
0.042% due 03/20/14		1,793,000		1,792,788

Total short-term U.S. government and agency obligations (cost $633,826,597)			$	633,827,603

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires December 2013		2	$	217,080	$	2,180

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	10/07/13	$	27,698,000	$	600,570,194	$	(40,058,378	)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver	10/07/13		12,282,800		266,325,496		(24,037,958	)
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver	10/07/13		8,168,000		177,105,110		(11,898,455	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver	10/07/13		2,935,000		63,639,018		(4,092,558	)

						$	(80,087,349	)

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

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	51,513		$	136,002		$	313,406		$	313,266

Expenses
Management fee		1,317,246			1,795,410			4,410,160			5,416,759
Brokerage commissions		8			9			28			38

Total expenses		1,317,254			1,795,419			4,410,188			5,416,797

Net investment income (loss)		(1,265,741	)		(1,659,417	)		(4,096,782	)		(5,103,531	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(3,850	)		(8,250	)		(129,994	)		(66,550	)
Forward agreements		28,403,922			159,551,951			(509,769,205	)		(51,676,872	)
Short-term U.S. government and agency obligations		5,757			167			28,868			3,218

Net realized gain (loss)		28,405,829			159,543,868			(509,870,331	)		(51,740,204	)

Change in net unrealized appreciation/depreciation on
Futures contracts		25,680			77,050			42,200			125,770
Forward agreements		96,463,510			205,570,169			65,653,357			269,567,970
Short-term U.S. government and agencyobligations		4,593			7,110			(49,887	)		33,736

Change in net unrealizedappreciation/depreciation		96,493,783			205,654,329			65,645,670			269,727,476

Net realized and unrealized gain (loss)		124,899,612			365,198,197			(444,224,661	)		217,987,272

Net income (loss)	$	123,633,871		$	363,538,780		$	(448,321,443	)	$	212,883,741

Net income (loss) per weighted-average share	$	4.48		$	21.31		$	(19.74	)	$	13.40

Weighted-average shares outstanding		27,610,354			17,063,071			22,709,918			15,891,269

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 13,550,000 shares		333,745,816
Redemption of 3,350,000 shares		(79,224,344	)

Net addition (redemption) of 10,200,000 shares		254,521,472


Net investment income (loss)		(4,096,782	)
Net realized gain (loss)		(509,870,331	)
Change in net unrealized appreciation/depreciation		65,645,670

Net income (loss)		(448,321,443	)


Shareholders’ equity, at September 30, 2013	$	553,925,429

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(448,321,443	)	$	212,883,741
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(550	)		18,210
Net sale (purchase) of short-term U.S. government and agency obligations		257,179,896			(128,635,476	)
Change in unrealized appreciation/depreciation on investments		(65,603,470	)		(269,601,706	)
Decrease (Increase) in receivable on futures contracts		2,520			6,000
Increase (Decrease) in management fee payable		(183,794	)		142,746
Increase (Decrease) in payable on futures contracts		1,780			—

Net cash provided by (used in) operating activities		(256,925,061	)		(185,186,485	)

Cash flow from financing activities
Proceeds from addition of shares		335,894,773			373,543,705
Payment on shares redeemed		(79,224,344	)		(188,772,194	)

Net cash provided by (used in) financing activities		256,670,429			184,771,511

Net increase (decrease) in cash		(254,632	)		(414,974	)
Cash, beginning of period		890,051			772,442

Cash, end of period	$	635,419		$	357,468

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	277,991	$	426,634
Segregated cash balances with brokers for futures contracts		148,962		158,400
Short-term U.S. government and agency obligations (Note 3) (cost $2,999,882 and $3,570,687, respectively)		2,999,904		3,570,894
Receivable on open futures contracts		5,180		12,000
Offering costs (Note 5)		—		22,128
Limitation by Sponsor		—		1,012

Total assets		3,432,037		4,191,068

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,639		—
Payable for offering costs		—		41,000

Total liabilities		2,639		41,000

Shareholders’ equity
Shareholders’ equity		3,429,398		4,150,068

Total liabilities and shareholders’ equity	$	3,432,037	$	4,191,068

Shares outstanding		100,005		100,005

Net asset value per share	$	34.29	$	41.50

Market value per share (Note 2)	$	34.35	$	41.45

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(87% of shareholders’ equity)
U.S. Treasury Bills:
0.032% due 10/31/13	$	234,000	$	233,993
0.019% due 12/12/13		2,509,000		2,508,925
0.018% due 02/06/14		257,000		256,986

Total short-term U.S. government and agency obligations (cost $2,999,882)			$	2,999,904

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires December 2013		74	$	6,866,460	$	70,124

††	Cash collateral in the amount of $148,962 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND THE PERIOD FROM JULY 17, 2012 (COMMENCEMENT OF INVESTMENT OPERATIONS) TO SEPTEMBER 30, 2012

(unaudited)


	Three months ended September 30, 2013			Nine months ended September 30, 2013			July 17, 2012 to September 30, 2012*
Investment Income
Interest	$	242		$	1,312		$	618

Expenses
Management fee		6,535			6,535			—
Brokerage commissions		394			1,171			556
Offering costs		2,926			47,870			8,537
Limitation by Sponsor		(1,572	)		(27,636	)		(522	)

Total expenses		8,283			27,940			8,571

Net investment income (loss)		(8,041	)		(26,628	)		(7,953	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(123,128	)		(863,033	)		99,030
Short-term U.S. government and agency obligations		7			22			(1	)

Net realized gain (loss)		(123,121	)		(863,011	)		99,029

Change in net unrealizedappreciation/depreciation on
Futures contracts		277,231			169,154			(1,930	)
Short-term U.S. government and agency obligations		(67	)		(185	)		27

Change in net unrealized appreciation/depreciation		277,164			168,969			(1,903	)

Net realized and unrealized gain (loss)		154,043			(694,042	)		97,126

Net income (loss)	$	146,002		$	(720,670	)	$	89,173

Net income (loss) per weighted-average share	$	1.46		$	(7.21	)	$	0.90

Weighted-average shares outstanding		100,005			100,005			98,689

*	Since the Fund commenced investment operations on July 17, 2012, the Statement of Operations for the nine months ended September 30, 2012 has not been provided.

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Net investment income (loss)		(26,628	)
Net realized gain (loss)		(863,011	)
Change in net unrealized appreciation/depreciation		168,969

Net income (loss)		(720,670	)


Shareholders’ equity, at September 30, 2013	$	3,429,398

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND THE PERIOD FROM JULY 17, 2012

(COMMENCEMENT OF INVESTMENT OPERATIONS) TO SEPTEMBER 30, 2012

(unaudited)


	Nine months ended September 30, 2013			July 17, 2012 to September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(720,670	)	$	89,173
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		9,438			(217,250	)
Net sale (purchase) of short-term U.S. government and agency obligations		570,805			(3,463,947	)
Change in unrealized appreciation/depreciation on investments		185			(27	)
Decrease (Increase) in receivable on futures contracts		6,820			—
Decrease (Increase) in Limitation by Sponsor		1,012			(522	)
Change in offering cost		22,128			8,537
Increase (Decrease) in management fee payable		2,639			—
Increase (Decrease) in payable on futures contracts		—			55,632
Increase (Decrease) in payable for offering costs		(41,000	)		—

Net cash provided by (used in) operating activities		(148,643	)		(3,528,404	)

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

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

Net increase (decrease) in cash		(148,643	)		471,596
Cash, beginning of period		426,634			200

Cash, end of period	$	277,991		$	471,796

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	46,708	$	240,086
Short-term U.S. government and agency obligations (Note 3) (cost $2,290,867 and $4,546,872, respectively)		2,290,933		4,546,944
Unrealized appreciation on foreign currency forward contracts		198,744		89,473

Total assets		2,536,385		4,876,503

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,654		3,873
Unrealized depreciation on foreign currency forward contracts		8,271		2,314

Total liabilities		10,925		6,187

Shareholders’ equity
Shareholders’ equity		2,525,460		4,870,316

Total liabilities and shareholders’ equity	$	2,536,385	$	4,876,503

Shares outstanding		100,014		200,014

Net asset value per share	$	25.25	$	24.35

Market value per share (Note 2)	$	25.30	$	24.32

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(91% of shareholders’ equity)
U.S. Treasury Bills:
0.050% due 10/03/13†	$	848,000	$	847,999
0.030% due 10/31/13		114,000		113,997
0.039% due 12/12/13†		335,000		334,990
0.029% due 02/06/14		994,000		993,947

Total short-term U.S. government and agency obligations (cost $2,290,867)			$	2,290,933

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	10/04/13		1,573,025		$	2,127,999		$	55,456
Euro with UBS AG	10/04/13		4,058,700			5,490,636			143,288

								$	198,744

Contracts to Sell
Euro with Goldman Sachs International	10/04/13		(1,867,300	)	$	(2,526,096	)	$	(6,697	)
Euro with UBS AG	10/04/13		(38,400	)		(51,948	)		(1,574	)

								$	(8,271	)

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012
Investment Income
Interest	$	371		$	975		$	1,468		$	2,550

Expenses
Management fee		8,494			13,183			28,458			52,001

Total expenses		8,494			13,183			28,458			52,001

Net investment income (loss)		(8,123	)		(12,208	)		(26,990	)		(49,451	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		41,105			55,097			12,734			(811,701	)
Short-term U.S. government and agency obligations		9			2			18			45

Net realized gain (loss)		41,114			55,099			12,752			(811,656	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		227,504			100,337			103,314			740,490
Short-term U.S. government and agency obligations		90			87			(6	)		540

Change in net unrealized appreciation/depreciation		227,594			100,424			103,308			741,030

Net realized and unrealized gain (loss)		268,708			155,523			116,060			(70,626	)

Net income (loss)	$	260,585		$	143,315		$	89,070		$	(120,077	)

Net income (loss) per weighted-average share	$	1.78		$	0.57		$	0.54		$	(0.39	)

Weighted-average shares outstanding		146,210			250,014			166,131			310,963

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Redemption of 100,000 shares		(2,433,926	)


Net investment income (loss)		(26,990	)
Net realized gain (loss)		12,752
Change in net unrealized appreciation/depreciation		103,308

Net income (loss)		89,070


Shareholders’ equity, at September 30, 2013	$	2,525,460

See accompanying notes to financial statements.

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended			Nine months ended
	September 30, 2013			September 30, 2012
Cash flow from operating activities
Net income (loss)	$	89,070		$	(120,077	)
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		2,256,005			4,760,401
Change in unrealized appreciation/depreciation on investments		(103,308	)		(741,030	)
Increase (Decrease) in management fee payable		(1,219	)		(1,684	)

Net cash provided by (used in) operating activities		2,240,548			3,897,610

Cash flow from financing activities
Proceeds from addition of shares		—			1,209,580
Payment on shares redeemed		(2,433,926	)		(4,841,780	)

Net cash provided by (used in) financing activities		(2,433,926	)		(3,632,200	)

Net increase (decrease) in cash		(193,378	)		265,410
Cash, beginning of period		240,086			10,469

Cash, end of period	$	46,708		$	275,879

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	29,162	$	138,033
Short-term U.S. government and agency obligations (Note 3) (cost $3,118,815 and $4,587,701, respectively)		3,118,885		4,587,918
Unrealized appreciation on foreign currency forward contracts		78,715		13,523

Total assets		3,226,762		4,739,474

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,480		3,660
Unrealized depreciation on foreign currency forward contracts		3,220		507,819

Total liabilities		5,700		511,479

Shareholders’ equity
Shareholders’ equity		3,221,062		4,227,995

Total liabilities and shareholders’ equity	$	3,226,762	$	4,739,474

Shares outstanding		150,014		150,014

Net asset value per share	$	21.47	$	28.18

Market value per share (Note 2)	$	21.70	$	28.28

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(97% of shareholders’ equity)
U.S. Treasury Bills:
0.030% due 10/31/13†	$	117,000	$	116,997
0.019% due 12/12/13†		2,087,000		2,086,937
0.032% due 02/06/14		915,000		914,951

Total short-term U.S. government and agency obligations (cost $3,118,815)			$	3,118,885

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International	10/04/13		317,266,000		$	3,227,585		$	37,892
Yen with UBS AG	10/04/13		339,056,000			3,449,258			40,823

								$	78,715

Contracts to Sell
Yen with Goldman Sachs International	10/04/13		(18,973,500	)	$	(193,020	)	$	(2,496	)
Yen with UBS AG	10/04/13		(3,870,100	)		(39,371	)		(724	)

								$	(3,220	)

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

^	The positions and counterparties herein are as of September 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012
Investment Income
Interest	$	295		$	1,009		$	1,538		$	2,253

Expenses
Management fee		7,652			12,368			26,182			36,387

Total expenses		7,652			12,368			26,182			36,387

Net investment income (loss)		(7,357	)		(11,359	)		(24,644	)		(34,134	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(20,255	)		90,137			(1,694,827	)		(131,047	)
Short-term U.S. government and agency obligations		19			—			72			16

Net realized gain (loss)		(20,236	)		90,137			(1,694,755	)		(131,031	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		65,431			146,755			569,791			(56,350	)
Short-term U.S. government and agency obligations		(55	)		65			(147	)		306

Change in net unrealized appreciation/depreciation		65,376			146,820			569,644			(56,044	)

Net realized and unrealized gain (loss)		45,140			236,957			(1,125,111	)		(187,075	)

Net income (loss)	$	37,783		$	225,598		$	(1,149,755	)	$	(221,209	)

Net income (loss) per weighted-average share	$	0.25		$	1.50		$	(7.08	)	$	(1.47	)

Weighted-average shares outstanding		150,014			150,014			162,285			150,014

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

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

Net addition (redemption) of 0 shares		142,822


Net investment income (loss)		(24,644	)
Net realized gain (loss)		(1,694,755	)
Change in net unrealized appreciation/depreciation		569,644

Net income (loss)		(1,149,755	)


Shareholders’ equity, at September 30, 2013	$	3,221,062

See accompanying notes to financial statements.

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended			Nine months ended
	September 30, 2013			September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(1,149,755	)	$	(221,209	)
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		1,468,886			286,975
Change in unrealized appreciation/depreciation on investments		(569,644	)		56,044
Increase (Decrease) in management fee payable		(1,180	)		(249	)

Net cash provided by (used in) operating activities		(251,693	)		121,561

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		(108,871	)		121,561
Cash, beginning of period		138,033			5,798

Cash, end of period	$	29,162		$	127,359

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013
	(unaudited)		December 31, 2012
Assets
Cash	$	2,371,337	$	2,989,958
Segregated cash balances with brokers for futures contracts		29,359,000		34,109,998
Short-term U.S. government and agency obligations (Note 3) (cost $130,222,456 and $144,057,296, respectively)		130,224,349		144,060,921
Receivable from capital shares sold		7,317,344		2,518,068
Receivable on open futures contracts		7,590,541		—

Total assets		176,862,571		183,678,945

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		9,658,307		14,374,851
Payable on open futures contracts		—		31,540,181
Management fee payable		118,636		106,449

Total liabilities		9,776,943		46,021,481

Shareholders’ equity
Shareholders’ equity		167,085,628		137,657,464

Total liabilities and shareholders’ equity	$	176,862,571	$	183,678,945

Shares outstanding (Note 1)		4,224,812		1,640,001

Net asset value per share (Note 1)	$	39.55	$	83.94

Market value per share (Note 1) (Note 2)	$	39.45	$	85.05

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(78% of shareholders’ equity)
U.S. Treasury Bills:
0.030% due 10/03/13	$	57,588,000	$	57,587,954
0.036% due 10/31/13		184,000		183,995
0.043% due 11/21/13		2,058,000		2,057,942
0.029% due 12/05/13		10,100,000		10,099,909
0.041% due 12/12/13		26,175,000		26,174,215
0.032% due 12/19/13		1,142,000		1,141,962
0.018% due 12/26/13		5,178,000		5,177,876
0.015% due 02/06/14		14,330,000		14,329,236
0.019% due 03/13/14		8,413,000		8,411,858
0.036% due 03/20/14		5,060,000		5,059,402

Total short-term U.S. government and agency obligations (cost $130,222,456)			$	130,224,349

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires October 2013		5,549	$	89,893,800	$	(96,120	)
VIX Futures - CBOE, expires November 2013		4,540		76,726,000		3,316,326

					$	3,220,206

††	Cash collateral in the amount of $29,359,000 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012
Investment Income
Interest	$	10,711		$	21,142		$	54,250		$	47,219

Expenses
Management fee		365,398			315,055			1,171,508			788,072
Offering costs		—			—			—			1,090

Total expenses		365,398			315,055			1,171,508			789,162

Net investment income (loss)		(354,687	)		(293,913	)		(1,117,258	)		(741,943	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(58,627,489	)		(85,611,502	)		(102,880,094	)		(137,705,726	)
Short-term U.S. government and agency obligations		5,723			(782	)		8,753			365

Net realized gain (loss)		(58,621,766	)		(85,612,284	)		(102,871,341	)		(137,705,361	)

Change in net unrealized appreciation/depreciation on
Futures contracts		1,983,669			13,014,580			3,441,625			(3,298,001	)
Short-term U.S. government and agency obligations		7,646			1,910			(1,732	)		5,216

Change in net unrealized appreciation/depreciation		1,991,315			13,016,490			3,439,893			(3,292,785	)

Net realized and unrealized gain (loss)		(56,630,451	)		(72,595,794	)		(99,431,448	)		(140,998,146	)

Net income (loss)	$	(56,985,138	)	$	(72,889,707	)	$	(100,548,706	)	$	(141,740,089	)

Net income (loss) per weighted-average share (Note 1)	$	(14.03	)	$	(59.55	)	$	(27.74	)	$	(184.59	)

Weighted-average shares outstanding (Note 1)		4,060,410			1,224,023			3,624,196			767,866

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 8,170,000 shares (Note 1)		428,238,793
Redemption of 5,585,189 shares (Note 1)		(298,261,923	)

Net addition (redemption) of 2,584,811 shares (Note 1)		129,976,870


Net investment income (loss)		(1,117,258	)
Net realized gain (loss)		(102,871,341	)
Change in net unrealized appreciation/depreciation		3,439,893

Net income (loss)		(100,548,706	)


Shareholders’ equity, at September 30, 2013	$	167,085,628

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(100,548,706	)	$	(141,740,089	)
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		4,750,998			(40,524,749	)
Net sale (purchase) of short-term U.S. government and agency obligations		13,834,840			(94,356,539	)
Change in unrealized appreciation/depreciation on investments		1,732			(5,216	)
Decrease (Increase) in receivable on futures contracts		(7,590,541	)		(2,426,098	)
Change in offering cost		—			1,090
Increase (Decrease) in management fee payable		12,187			87,730
Increase (Decrease) in payable on futures contracts		(31,540,181	)		—

Net cash provided by (used in) operating activities		(121,079,671	)		(278,963,871	)

Cash flow from financing activities
Proceeds from addition of shares		423,439,517			676,632,747
Payment on shares redeemed		(302,978,467	)		(395,694,365	)

Net cash provided by (used in) financing activities		120,461,050			280,938,382

Net increase (decrease) in cash		(618,621	)		1,974,511
Cash, beginning of period		2,989,958			563,350

Cash, end of period	$	2,371,337		$	2,537,861

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	1,626,981	$	2,063,715
Segregated cash balances with brokers for futures contracts		14,112,900		7,830,000
Short-term U.S. government and agency obligations (Note 3) (cost $77,779,005 and $79,927,870, respectively)		77,780,701		79,930,866
Receivable from capital shares sold		1,691,288		—
Receivable on open futures contracts		1,619,391		—

Total assets		96,831,261		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		66,110		59,365

Total liabilities		66,110		52,521,589

Shareholders’ equity
Shareholders’ equity		96,765,151		37,302,992

Total liabilities and shareholders’ equity	$	96,831,261	$	89,824,581

Shares outstanding		4,175,005		1,075,005

Net asset value per share	$	23.18	$	34.70

Market value per share (Note 2)	$	23.02	$	34.22

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(80% of shareholders’ equity)
U.S. Treasury Bills:
0.038% due 10/03/13	$	20,632,000	$	20,631,983
0.040% due 10/31/13		13,992,000		13,991,591
0.043% due 11/21/13		2,233,000		2,232,937
0.025% due 12/05/13		1,243,000		1,242,989
0.044% due 12/12/13		14,079,000		14,078,578
0.038% due 12/19/13		4,087,000		4,086,865
0.033% due 12/26/13		5,457,000		5,456,870
0.015% due 02/06/14		12,156,000		12,155,352
0.025% due 03/13/14		166,000		165,977
0.034% due 03/20/14		3,738,000		3,737,559

Total short-term U.S. government and agency obligations (cost $77,779,005)			$	77,780,701

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires January 2014		943	$	17,021,150	$	(125,230	)
VIX Futures - CBOE, expires February 2014		1,715		31,984,750		(290,520	)
VIX Futures - CBOE, expires March 2014		1,716		32,775,600		(586,860	)
VIX Futures - CBOE, expires April 2014		772		14,976,800		271,990

					$	(730,620	)

††	Cash collateral in the amount of $14,112,900 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	6,721		$	12,846		$	20,472		$	31,096

Expenses
Management fee		172,413			202,688			410,433			634,119
Offering costs		—			—			—			682

Total expenses		172,413			202,688			410,433			634,801

Net investment income (loss)		(165,692	)		(189,842	)		(389,961	)		(603,705	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(6,929,719	)		(19,925,729	)		(19,676,804	)		(45,669,199	)
Short-term U.S. government and agency obligations		1,962			188			3,272			(1,822	)

Net realized gain (loss)		(6,927,757	)		(19,925,541	)		(19,673,532	)		(45,671,021	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(6,313,054	)		(7,586,879	)		739,790			(7,611,689	)
Short-term U.S. government and agency obligations		3,772			(1,753	)		(1,300	)		6,800

Change in net unrealized appreciation/depreciation		(6,309,282	)		(7,588,632	)		738,490			(7,604,889	)

Net realized and unrealized gain (loss)		(13,237,039	)		(27,514,173	)		(18,935,042	)		(53,275,910	)

Net income (loss)	$	(13,402,731	)	$	(27,704,015	)	$	(19,325,003	)	$	(53,879,615	)

Net income (loss) per weighted-average share	$	(4.01	)	$	(14.21	)	$	(7.65	)	$	(30.91	)

Weighted-average shares outstanding		3,342,125			1,950,005			2,527,569			1,743,162

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 5,200,000 shares		132,906,931
Redemption of 2,100,000 shares		(54,119,769	)

Net addition (redemption) of 3,100,000 shares		78,787,162


Net investment income (loss)		(389,961	)
Net realized gain (loss)		(19,673,532	)
Change in net unrealized appreciation/depreciation		738,490

Net income (loss)		(19,325,003	)


Shareholders’ equity, at September 30, 2013	$	96,765,151

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(19,325,003	)	$	(53,879,615	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(6,282,900	)		(18,471,651	)
Net sale (purchase) of short-term U.S. government and agency obligations		2,148,865			13,635,156
Change in unrealized appreciation/depreciation on investments		1,300			(6,800	)
Decrease (Increase) in receivable on futures contracts		(1,619,391	)		798,319
Decrease (Increase) in Limitation by Sponsor		—			2,481
Change in offering cost		—			682
Increase (Decrease) in management fee payable		6,745			70,197
Increase (Decrease) in payable on futures contracts		(1,890,675	)		626,539

Net cash provided by (used in) operating activities		(26,961,059	)		(57,224,692	)

Cash flow from financing activities
Proceeds from addition of shares		131,215,643			100,824,264
Payment on shares redeemed		(104,691,318	)		(42,277,853	)

Net cash provided by (used in) financing activities		26,524,325			58,546,411

Net increase (decrease) in cash		(436,734	)		1,321,719
Cash, beginning of period		2,063,715			627,557

Cash, end of period	$	1,626,981		$	1,949,276

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	3,012,817	$	1,790,825
Segregated cash balances with brokers for futures contracts		100,757,800		38,727,007
Short-term U.S. government and agency obligations (Note 3) (cost $197,515,581 and $97,445,279, respectively)		197,516,820		97,440,843
Unrealized appreciation on swap agreements		—		301,351
Receivable from capital shares sold		—		18,127,289
Receivable on open futures contracts		30,450,046		—

Total assets		331,737,483		156,387,315

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		45,326,425		35,907,787
Payable on open futures contracts		—		35,666,735
Management fee payable		210,425		96,661

Total liabilities		45,536,850		71,671,183

Shareholders’ equity
Shareholders’ equity		286,200,633		84,716,132

Total liabilities and shareholders’ equity	$	331,737,483	$	156,387,315

Shares outstanding (Note 1)		8,289,557		420,808

Net asset value per share (Note 1)	$	34.53	$	201.32

Market value per share (Note 1) (Note 2)	$	34.34	$	209.00

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(69% of shareholders’ equity)
U.S. Treasury Bills:
0.035% due 10/03/13	$	3,745,000	$	3,744,997
0.041% due 10/31/13		6,849,000		6,848,800
0.028% due 11/21/13		21,125,000		21,124,402
0.025% due 12/05/13		274,000		273,997
0.045% due 12/12/13		14,776,000		14,775,557
0.037% due 12/19/13		3,300,000		3,299,891
0.018% due 12/26/13		12,780,000		12,779,695
0.014% due 02/06/14		89,820,000		89,815,213
0.018% due 03/13/14		24,506,000		24,502,672
0.038% due 03/20/14		20,354,000		20,351,596

Total short-term U.S. government and agency obligations (cost $197,515,581)			$	197,516,820

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires October 2013		19,039	$	308,431,800	$	1,573,538
VIX Futures - CBOE, expires November 2013		15,586		263,403,400		11,419,156

					$	12,992,694

††	Cash collateral in the amount of $100,757,800 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	10,797		$	22,293		$	46,863		$	40,074

Expenses
Management fee		667,541			586,150			1,944,995			1,216,603
Brokerage commissions		602,808			462,005			1,824,624			1,074,133
Offering costs		—			19,313			—			69,341

Total expenses		1,270,349			1,067,468			3,769,619			2,360,077

Net investment income (loss)		(1,259,552	)		(1,045,175	)		(3,722,756	)		(2,320,003	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(197,375,157	)		(282,640,076	)		(297,848,329	)		(461,102,812	)
Swap agreements		—			(16,548,798	)		(4,453,107	)		(16,817,661	)
Short-term U.S. government and agency obligations		13,868			2,865			34,128			9,728

Net realized gain (loss)		(197,361,289	)		(299,186,009	)		(302,267,308	)		(477,910,745	)

Change in net unrealized appreciation/depreciation on
Futures contracts		9,751,723			33,721,060			10,935,632			(18,009,952	)
Swap agreements		—			5,869,689			(301,351	)		(1,826,122	)
Short-term U.S. government and agency obligations		5,260			(1,578	)		5,675			1,763

Change in net unrealized appreciation/depreciation		9,756,983			39,589,171			10,639,956			(19,834,311	)

Net realized and unrealized gain (loss)		(187,604,306	)		(259,596,838	)		(291,627,352	)		(497,745,056	)

Net income (loss)	$	(188,863,858	)	$	(260,642,013	)	$	(295,350,108	)	$	(500,065,059	)

Net income (loss) per weighted-average share (Note 1)	$	(26.62	)	$	(545.19	)	$	(62.27	)	$	(2,302.64	)

Weighted-average shares outstanding (Note 1)		7,094,448			478,073			4,743,317			217,170

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 24,400,000 shares (Note 1)		1,605,278,513
Redemption of 16,531,251 shares (Note 1)		(1,108,443,904	)

Net addition (redemption) of 7,868,749 shares (Note 1)		496,834,609


Net investment income (loss)		(3,722,756	)
Net realized gain (loss)		(302,267,308	)
Change in net unrealized appreciation/depreciation		10,639,956

Net income (loss)		(295,350,108	)


Shareholders’ equity, at September 30, 2013	$	286,200,633

See accompanying notes to financial statements.

100

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended			Nine months ended
	September 30, 2013			September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(295,350,108	)	$	(500,065,059	)
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		(62,030,793	)		(84,191,092	)
Net sale (purchase) of short-term U.S. government and agency obligations		(100,070,302	)		(111,374,656	)
Change in unrealized appreciation/depreciation on investments		295,676			1,824,359
Decrease (Increase) in receivable on futures contracts		(30,450,046	)		(2,955,509	)
Change in offering cost		—			21,270
Increase (Decrease) in management fee payable		113,764			166,745
Increase (Decrease) in payable on futures contracts		(35,666,735	)		(1,852,966	)
Increase (Decrease) in payable for offering costs		—			(28,764	)

Net cash provided by (used in) operating activities		(523,158,544	)		(698,455,672	)

Cash flow from financing activities
Proceeds from addition of shares		1,623,405,802			1,242,185,498
Payment on shares redeemed		(1,099,025,266	)		(544,434,491	)

Net cash provided by (used in) financing activities		524,380,536			697,751,007

Net increase (decrease) in cash		1,221,992			(704,665	)
Cash, beginning of period		1,790,825			2,972,032

Cash, end of period	$	3,012,817		$	2,267,367

See accompanying notes to financial statements.

101

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013
	(unaudited)		December 31, 2012
Assets
Cash	$	254,640	$	2,236,726
Segregated cash balances with brokers for futures contracts		16,724,300		20,731,497
Short-term U.S. government and agency obligations (Note 3) (cost $62,305,766 and $53,683,800, respectively)		62,307,511		53,686,352
Receivable from capital shares sold		21,007,069		13,232,678
Receivable on open futures contracts		—		5,524,721

Total assets		100,293,520		95,411,974

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		12,699,384
Payable on open futures contracts		5,707,549		—
Management fee payable		69,893		48,957

Total liabilities		5,777,442		12,748,341

Shareholders’ equity
Shareholders’ equity		94,516,078		82,663,633

Total liabilities and shareholders’ equity	$	100,293,520	$	95,411,974

Shares outstanding		900,020		1,250,020

Net asset value per share	$	105.02	$	66.13

Market value per share (Note 2)	$	105.14	$	65.45

See accompanying notes to financial statements.

102

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2013

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(66% of shareholders’ equity)
U.S. Treasury Bills:
0.013% due 10/03/13	$	202,000	$	202,000
0.036% due 10/31/13		1,004,000		1,003,971
0.019% due 12/12/13		4,952,000		4,951,851
0.037% due 12/19/13		3,213,000		3,212,894
0.022% due 12/26/13		8,776,000		8,775,790
0.023% due 02/06/14		34,849,000		34,847,143
0.022% due 03/13/14		2,159,000		2,158,707
0.038% due 03/20/14		7,156,000		7,155,155

Total short-term U.S. government and agency obligations (cost $62,305,766)			$	62,307,511

Futures Contracts Sold††


					Unrealized
	Number of		Notional Amount		Appreciation
	Contracts		at Value		(Depreciation)
VIX Futures - CBOE, expires October 2013		3,153	$	51,078,600	$	(1,909,079	)
VIX Futures - CBOE, expires November 2013		2,585		43,686,500		(1,540,850	)

					$	(3,449,929	)

††	Cash collateral in the amount of $16,724,300 was pledged to cover margin requirements for open futures contracts as of September 30, 2013.

See accompanying notes to financial statements.

103

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	6,018		$	4,522		$	22,651		$	8,717

Expenses
Management fee		212,926			37,125			535,989			73,103
Brokerage commissions		132,363			71,818			335,552			139,690
Offering costs		—			19,314			—			69,342

Total expenses		345,289			128,257			871,541			282,135

Net investment income (loss)		(339,271	)		(123,735	)		(848,890	)		(273,418	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		37,631,293			10,269,196			58,706,439			14,345,508
Short-term U.S. government and agency obligations		4,416			1,435			6,470			2,221

Net realized gain (loss)		37,635,709			10,270,631			58,712,909			14,347,729

Change in net unrealized appreciation/depreciation on
Futures contracts		(2,816,258	)		(146,485	)		(2,062,754	)		439,437
Short-term U.S. government and agency obligations		3,113			91			(807	)		515

Change in net unrealized appreciation/depreciation		(2,813,145	)		(146,394	)		(2,063,561	)		439,952

Net realized and unrealized gain (loss)		34,822,564			10,124,237			56,649,348			14,787,681

Net income (loss)	$	34,483,293		$	10,000,502		$	55,800,458		$	14,514,263

Net income (loss) per weighted-average share (Note 1)	$	38.81		$	23.35		$	66.80		$	32.15

Weighted-average shares outstanding (Note 1)		888,607			428,281			835,368			451,480

See accompanying notes to financial statements.

104

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(unaudited)


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

Addition of 4,600,000 shares		402,441,178
Redemption of 4,950,000 shares		(446,389,191	)

Net addition (redemption) of (350,000) shares		(43,948,013	)


Net investment income (loss)		(848,890	)
Net realized gain (loss)		58,712,909
Change in net unrealized appreciation/depreciation		(2,063,561	)

Net income (loss)		55,800,458


Shareholders’ equity, at September 30, 2013	$	94,516,078

See accompanying notes to financial statements.

105

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	55,800,458		$	14,514,263
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		4,007,197			(10,923,896	)
Net sale (purchase) of short-term U.S. government and agency obligations		(8,621,966	)		(35,052,708	)
Change in unrealized appreciation/depreciation on investments		807			(515	)
Decrease (Increase) in receivable on futures contracts		5,524,721			—
Change in offering cost		—			21,270
Increase (Decrease) in management fee payable		20,936			19,033
Increase (Decrease) in payable on futures contracts		5,707,549			2,031,024
Increase (Decrease) in payable for offering costs		—			(28,764	)

Net cash provided by (used in) operating activities		62,439,702			(29,420,293	)

Cash flow from financing activities
Proceeds from addition of shares		394,666,787			436,938,792
Payment on shares redeemed		(459,088,575	)		(411,577,821	)

Net cash provided by (used in) financing activities		(64,421,788	)		25,360,971

Net increase (decrease) in cash		(1,982,086	)		(4,059,322	)
Cash, beginning of period		2,236,726			5,521,055

Cash, end of period	$	254,640		$	1,461,733

See accompanying notes to financial statements.

106

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION


	September 30, 2013 (unaudited)		December 31, 2012
Assets
Cash	$	19,890,683	$	19,959,356
Segregated cash balances with brokers for futures contracts		198,626,899		141,659,913
Short-term U.S. government and agency obligations (Note 3) (cost $3,181,692,074 and $3,335,156,145, respectively)		3,181,730,972		3,335,285,580
Unrealized appreciation on swap agreements		34,888,335		33,783,473
Unrealized appreciation on forward agreements		16,865,564		23,037,541
Unrealized appreciation on foreign currency forward contracts		2,714,731		38,700,860
Receivable from capital shares sold		41,798,020		47,672,102
Receivable on open futures contracts		41,814,141		9,613,025
Offering costs (Note 5)		—		257,927
Limitation by Sponsor		—		5,373

Total assets		3,538,329,345		3,649,975,150

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		88,166,302		148,045,139
Payable on open futures contracts		8,523,437		74,986,160
Management fee payable		2,603,862		2,729,857
Payable for offering costs		—		316,900
Unrealized depreciation on swap agreements		11,232,391		5,913,328
Unrealized depreciation on forward agreements		97,277,309		161,392,764
Unrealized depreciation on foreign currency forward contracts		40,900,372		14,141,394

Total liabilities		248,703,673		407,525,542

Shareholders’ equity
Shareholders’ equity		3,289,625,672		3,242,449,608

Total liabilities and shareholders’ equity	$	3,538,329,345	$	3,649,975,150

Shares outstanding		107,968,272		86,564,783

See accompanying notes to financial statements.

107

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
Investment Income
Interest	$	264,227		$	608,290		$	1,263,706		$	1,391,023

Expenses
Management fee		7,808,826			8,318,706			23,331,899			24,529,023
Brokerage commissions		809,686			603,731			2,386,718			1,434,756
Offering costs		5,852			101,423			141,251			295,109
Limitation by Sponsor		(1,572	)		(2,350	)		(57,127	)		(2,498	)
Reduction in Limitation by Sponsor		6,817			—			—			—

Total expenses		8,629,609			9,021,510			25,802,741			26,256,390

Net investment income (loss)		(8,365,382	)		(8,413,220	)		(24,539,035	)		(24,865,367	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(246,978,128	)		(333,410,798	)		(329,688,064	)		(628,321,027	)
Swap agreements		(22,391,664	)		25,164,855			14,724,162			434,811
Forward agreements		34,513,980			141,156,425			(507,647,265	)		(115,296,645	)
Foreign currency forward contracts		(14,298,434	)		(19,184,246	)		117,926,595			111,134,680
Short-term U.S. government and agency obligations		53,877			9,398			148,022			26,727

Net realized gain (loss)		(249,100,369	)		(186,264,366	)		(704,536,550	)		(632,021,454	)

Change in net unrealized appreciation/depreciation on
Futures contracts		14,899,913			23,978,880			7,969,862			(21,179,114	)
Swap agreements		19,908,518			(6,773,552	)		(4,214,201	)		(2,245,801	)
Forward agreements		56,912,643			202,513,698			57,943,478			281,057,560
Foreign currency forward contracts		(38,777,312	)		(19,053,386	)		(62,745,107	)		(100,200,739	)
Short-term U.S. government and agency obligations		67,477			17,686			(90,537	)		173,617

Change in net unrealized appreciation/depreciation		53,011,239			200,683,326			(1,136,505	)		157,605,523

Net realized and unrealized gain (loss)		(196,089,130	)		14,418,960			(705,673,055	)		(474,415,931	)

Net income (loss)	$	(204,454,512	)	$	6,005,740		$	(730,212,090	)	$	(499,281,298	)

See accompanying notes to financial statements.

108

PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


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

Addition of 106,607,500 shares		4,834,311,515
Redemption of 85,204,011* shares		(4,056,923,361	)

Net addition (redemption) of 21,403,489 shares		777,388,154


Net investment income (loss)		(24,539,035	)
Net realized gain (loss)		(704,536,550	)
Change in net unrealized appreciation/depreciation		(1,136,505	)

Net income (loss)		(730,212,090	)


Shareholders’ equity, at September 30, 2013	$	3,289,625,672

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

See accompanying notes to financial statements.

109

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(unaudited)


	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(730,212,090	)	$	(499,281,298	)
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		(56,966,986	)		(164,583,842	)
Net sale (purchase) of short-term U.S. government and agency obligations		153,464,071			(123,261,991	)
Change in unrealized appreciation/depreciation on investments		9,106,367			(178,784,637	)
Decrease (Increase) in receivable on futures contracts		(32,201,116	)		(7,211,500	)
Decrease (Increase) in receivable from Sponsor		5,373			(17	)
Change in offering cost		64,027			111,430
Increase (Decrease) in management fee payable		(125,995	)		173,900
Increase (Decrease) in payable on futures contracts		(66,462,723	)		1,172,878
Increase (Decrease) in payable for offering costs		(123,000	)		(110,776	)

Net cash provided by (used in) operating activities		(723,452,072	)		(971,775,853	)

Cash flow from financing activities
Proceeds from addition of shares		4,840,185,597			4,520,743,027
Payment on shares redeemed*		(4,116,802,198	)		(3,551,573,443	)

Net cash provided by (used in) financing activities		723,383,399			969,169,584

Net increase (decrease) in cash		(68,673	)		(2,606,269	)
Cash, beginning of period		19,959,356			19,145,045

Cash, end of period	$	19,890,683		$	16,538,776

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

See accompanying notes to financial statements.

110

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

September 30, 2013

(unaudited)

NOTE 1 – ORGANIZATION

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of September 30, 2013, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); (ii) ProShares Short Euro (the “Short Euro Fund”); (iii) ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Leveraged Fund, Short Euro Fund, Geared VIX Fund or Matching VIX Fund. The Shares of each Leveraged Fund, the Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements.

The Trust also registered shares for three additional series; ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy, collectively referred to as the “New Funds” in these Notes to Financial Statements. On April 24, 2013, the registered offerings for each of the New Funds, which had never been publicly offered, were terminated.

The Trust had no operations prior to November 24, 2008, other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares at an aggregate purchase price of $350 in each of the following Funds: ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen.

Eight of the Funds, ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Euro and ProShares Ultra Yen, commenced trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares Ultra Gold and ProShares Ultra Silver, commenced trading on the NYSE Arca on December 3, 2008. Two of the Funds, ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF, commenced trading on the NYSE Arca on January 3, 2011. Two of the Funds, ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF, commenced trading on the NYSE Arca on October 3, 2011. Two of the Funds, ProShares UltraShort DJ-UBS Natural Gas and ProShares Ultra DJ-UBS Natural Gas, commenced trading on the NYSE Arca on October 4, 2011. One of the Funds, ProShares Short Euro, commenced trading on the NYSE Arca on June 26, 2012. Two of the Funds, ProShares UltraShort Australian Dollar and ProShares Ultra Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012.

Groups of Funds are collectively referred to in several different ways. References to “Short Funds,” “UltraShort Funds,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks.

111

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 the Short-Term VIX Index. Each VIX Fund intends to obtain exposure to its benchmark by investing primarily in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”).

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Accordingly, results over periods of time greater than a single day should not be expected to be a simple multiple (e.g., -1x, -2x or 2x) of the period return of the corresponding benchmark and will likely differ significantly. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil and ProShares Ultra DJ-UBS Natural Gas each have a benchmark that is an index designed to track the performance of commodity futures contracts, as applicable. The daily performance of these indexes and the corresponding Funds will likely be very different from the daily performance of the price of the related physical commodities.

Renaming of Index

Effective as of January 2, 2012, the official name for the Dow Jones-UBS Crude Oil Subindex^SM (Ticker: DJUBSCL) changed to the Dow Jones-UBS WTI Crude Oil Subindex^SM. The ticker did not change as a result of the name change.

Share Splits and Reverse Share Splits

The table below includes Share splits and reverse Share splits for the Funds during the nine months ended September 30, 2013 and year ended December 31, 2012. The ticker symbols for these Funds did not change and each Fund continues to trade on the NYSE Arca.


Fund	Execution Date (Prior to Opening of Trading)	Type of Split	Date Trading Resumed at Post- Split Price

ProShares UltraShort DJ-UBS Natural Gas	May 11, 2012	3-for-1 Share split	May 11, 2012
ProShares UltraShort DJ-UBS Natural Gas	June 10, 2013	1-for-4 reverse Share split	June 10, 2013
ProShares UltraShort Gold	October 5, 2012	1-for-4 reverse Share split	October 5, 2012
ProShares UltraShort Silver	May 11, 2012	1-for-5 reverse Share split	May 11, 2012
ProShares Ultra DJ-UBS Natural Gas	May 11, 2012	1-for-5 reverse Share split	May 11, 2012
ProShares VIX Short-Term Futures ETF	June 10, 2013	1-for-5 reverse Share split	June 10, 2013
ProShares Ultra VIX Short-Term Futures ETF	March 8, 2012	1-for-6 reverse Share split	March 8, 2012
ProShares Ultra VIX Short-Term Futures ETF	September 7, 2012	1-for-10 reverse Share split	September 7, 2012
ProShares Ultra VIX Short-Term Futures ETF	June 10, 2013	1-for-10 reverse Share split	June 10, 2013
ProShares Short VIX Short-Term Futures ETF	October 5, 2012	2-for-1 Share split	October 5, 2012

112

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of ProShares UltraShort DJ-UBS Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares Ultra DJ-UBS Natural Gas, ProShares VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF, and resulted in a proportionate increase in the price per Share and per Share information of each such Fund. Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse split.

The splits were applied retroactively for all periods presented, increasing the number of Shares outstanding for ProShares UltraShort DJ-UBS Natural Gas and ProShares Short VIX Short-Term Futures ETF, and resulted in a proportionate decrease in the price per Share and per Share information of each such Fund. Therefore, the splits did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation.

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s and the Funds’ financial statements included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 1, 2013.

Use of Estimates & Indemnifications

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these financial statements. Actual results could differ from those estimates.

In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote.

Basis of Presentation

Pursuant to rules and regulations of the SEC, financial statements are presented for the Trust as a whole, as the SEC registrant, and for each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable only against the assets of such Fund and not against the assets of the Trust generally or any other Fund. Accordingly, the assets of one Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Shares in that Fund.

113

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 September 30, 2013, and represents non-segregated cash with the custodian and does not include short-term investments.

Final Net Asset Value for Fiscal Period

The times of the calculation of the Leveraged Funds’, the Short Euro Fund’s, the Geared VIX Funds’ and the Matching VIX Funds’ final net asset value for creation and redemption of fund Shares for the three months and nine months ended September 30, 2013 were as follows. All times are Eastern Standard Time:


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

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 and nine months ended September 30, 2013.

Market value per Share is determined at the close of the NYSE Arca and may be later than when the Funds’ NAV per Share is calculated.

For financial reporting purposes, the Leveraged Funds, the Short Euro Fund, 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 and nine months ended September 30, 2013.

Investment Valuation

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations. In each of these situations, valuations are typically categorized as Level I in the fair value hierarchy.

Derivatives (e.g., futures contracts, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at the last settled price. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts 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

114

so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Leveraged Funds’, the Short Euro Fund’s and the VIX Funds’ policies are intended to result in a calculation of a Leveraged Fund’s, the Short Euro Fund’s or a VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, a Leveraged Fund, the Short Euro Fund or a VIX Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a Leveraged Fund, the Short Euro Fund or a VIX Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

Fair Value of Financial Instruments

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows:

Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

In some instances, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest input level that is significant to the fair value measurement in its entirety.

Fair value measurements also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly.

115

The following table summarizes the valuation of investments at September 30, 2013 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts*			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
UltraShort DJ-UBS Commodity	$	3,196,967	$	—		$	—		$	—		$	200,128		$	3,397,095
UltraShort DJ-UBS Crude Oil		419,011,935		8,716,596			—			—			34,688,207			462,416,738
UltraShort DJ-UBS Natural Gas		13,658,585		467,284			—			—			—			14,125,869
UltraShort Gold		137,129,907		(9,400	)		7,782,450			—			—			144,902,957
UltraShort Silver		106,048,955		(2,180	)		9,083,114			—			—			115,129,889
Short Euro		6,666,790		(141,094	)		—			—			—			6,525,696
UltraShort Australian Dollar		22,016,137		(466,612	)		—			—			—			21,549,525
UltraShort Euro		482,820,998		—			—			(25,932,066	)		—			456,888,932
UltraShort Yen		475,704,411		—			—			(12,519,543	)		—			463,184,868
Ultra DJ-UBS Commodity		4,107,868		—			—			—			(237,372	)		3,870,496
Ultra DJ-UBS Crude Oil		136,394,297		(2,710,766	)		—			—			(10,995,019	)		122,688,512
Ultra DJ-UBS Natural Gas		75,238,008		3,434,395			—			—			—			78,672,403
Ultra Gold		189,669,408		9,420			(17,189,960	)		—			—			172,488,868
Ultra Silver		633,827,603		2,180			(80,087,349	)		—			—			553,742,434
Ultra Australian Dollar		2,999,904		70,124			—			—			—			3,070,028
Ultra Euro		2,290,933		—			—			190,473			—			2,481,406
Ultra Yen		3,118,885		—			—			75,495			—			3,194,380
VIX Short-Term Futures ETF		130,224,349		3,220,206			—			—			—			133,444,555
VIX Mid-Term Futures ETF		77,780,701		(730,620	)		—			—			—			77,050,081
Ultra VIX Short-Term Futures ETF		197,516,820		12,992,694			—			—			—			210,509,514
Short VIX Short-Term Futures ETF		62,307,511		(3,449,929	)		—			—			—			58,857,582

Total Trust		3,181,730,972		21,402,298			(80,411,745	)		(38,185,641	)		23,655,944			3,108,191,828

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

At September 30, 2013, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

116

The following table summarizes the valuation of investments at December 31, 2012 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts*			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
UltraShort DJ-UBS Commodity	$	2,803,904	$	—		$	—		$	—		$	148,502		$	2,952,406
UltraShort DJ-UBS Crude Oil		87,046,389		(4,029,721	)		—			—			(5,607,060	)		77,409,608
UltraShort DJ-UBS Natural Gas		10,042,731		409,135			—			—			—			10,451,866
UltraShort Gold		88,575,398		15,240			3,729,856			—			—			92,320,494
UltraShort Silver		86,206,701		40,020			19,307,685			—			—			105,554,406
Short Euro		3,409,904		(55,056	)		—			—			—			3,354,848
UltraShort Australian Dollar		3,302,907		85,590			—			—			—			3,388,497
UltraShort Euro		553,430,562		—			—			(13,147,572	)		—			540,282,990
UltraShort Yen		362,743,231		—			—			38,114,175			—			400,857,406
Ultra DJ-UBS Commodity		6,240,951		—			—			—			(306,268	)		5,934,683
Ultra DJ-UBS Crude Oil		437,662,650		21,960,410			—			—			33,333,620			492,956,680
Ultra DJ-UBS Natural Gas		64,313,224		(3,816,950	)		—			—			—			60,496,274
Ultra Gold		350,624,904		(15,240	)		(15,652,058	)		—			—			334,957,606
Ultra Silver		891,057,386		(40,020	)		(145,740,706	)		—			—			745,276,660
Ultra Australian Dollar		3,570,894		(99,030	)		—			—			—			3,471,864
Ultra Euro		4,546,944		—			—			87,159			—			4,634,103
Ultra Yen		4,587,918		—			—			(494,296	)		—			4,093,622
VIX Short-Term Futures ETF		144,060,921		(221,419	)		—			—			—			143,839,502
VIX Mid-Term Futures ETF		79,930,866		(1,470,410	)		—			—			—			78,460,456
Ultra VIX Short-Term Futures ETF		97,440,843		2,057,062			—			—			301,351			99,799,256
Short VIX Short-Term Futures ETF		53,686,352		(1,387,175	)		—			—			—			52,299,177

Total Trust	$	3,335,285,580	$	13,432,436		$	(138,355,223	)	$	24,559,466		$	27,870,145		$	3,262,792,404

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

At December 31, 2012, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation/depreciation on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation/depreciation between periods are reflected in the Statements of Operations. Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

117

Brokerage Commissions and Fees

Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission (“CFTC”) regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income or similar securities would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis (e.g., the first half is recognized when the contract is purchased (opened) and the second half is recognized when the transaction is closed). For the nine months ended September 30, 2013 and 2012, the Sponsor paid, and is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds.

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

Management of the Funds has reviewed all open tax years and major jurisdictions (i.e., the last four tax year ends and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to, on-going analysis of tax law, regulation, and interpretations thereof.

NOTE 3 – INVESTMENTS

Short-Term Investments

The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements and/or used as collateral for a Fund’s trading in futures and forward contracts.

Accounting for Derivative Instruments

In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions, including derivative positions, which the Sponsor believes in combination, should produce returns consistent with a Fund’s objective.

All open derivative positions at period-end for each Fund are disclosed in the Schedule of Investments and the notional value of these open positions relative to the shareholders’ equity of each Fund is generally representative of the notional value of open positions to shareholders’ equity throughout the reporting period for each respective Fund. The volume associated with derivative positions varies on a daily basis as each Fund transacts derivative contracts in order to achieve the appropriate exposure, as expressed in notional value, in comparison to shareholders’ equity consistent with each Fund’s investment objective.

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

118

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 Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap and forward transactions on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. In the case of futures contracts based indices, such as those used by the Commodity Index Funds and the VIX Funds, the reference interest rate is zero. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments.

Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by a Matching VIX Fund or an Ultra Fund, the Matching VIX Fund or Ultra Fund would be entitled to settlement payments in the event the benchmark increases and would be required to make payments to the swap counterparties in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by a Short Fund or an UltraShort Fund, the Short Fund or UltraShort Fund would be required to make payments to the swap counterparties in the event the benchmark increases and would be entitled to settlement payments in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

119

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each Fund’s entitlements over its obligations with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated account by the Fund’s Custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset.

The Trust, on behalf of a Fund, may enter into agreements with certain counterparties for derivative transactions. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques.

Swap agreements involve, to varying degrees, elements of market risk (commodity price risk) and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at September 30, 2013 contractually terminate within one month but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to pay or receive the “unrealized appreciation or depreciation” amount.

The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted above, collateral posted in connection with uncleared derivative transactions is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks in connection with uncleared swaps by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2013, the collateral posted by counterparties consisted of cash and U.S. Treasury Securities.

120

The counterparty/credit risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

Forward Contracts

Certain of the Funds enter into forward contracts for purposes of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in the OTC markets and all details of the contract are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date.

Forward contracts have traditionally not been cleared or guaranteed by a third party. However, the Dodd-Frank Act provides for significant reforms of the OTC derivatives markets, including a requirement to execute most forward contracts on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. The Funds may collateralize uncleared forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes a Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2013, the collateral posted by counterparties consisted of cash and U.S. Treasury Securities.

Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years, however, many OTC market participants in foreign exchange trading have begun to require their counterparties to post margin.

A Fund will typically enter into forward contracts only with major global financial institutions. The creditworthiness of each of the firms that is a party to a forward contract is monitored by the Sponsor.

121

Fair Value of Derivative Instruments

as of September 30, 2013

Asset Derivatives

Liability Derivatives

Derivatives not accounted
for as hedging instruments

Statements

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

200,128

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

ProShares UltraShort Gold

9,400

ProShares UltraShort DJ-UBS Crude Oil

43,404,803

ProShares UltraShort Silver

2,180

ProShares UltraShort DJ-UBS Natural Gas

467,284

ProShares Ultra DJ-UBS Commodity

237,372

ProShares UltraShort Gold

7,782,450

ProShares Ultra DJ-UBS Crude Oil

13,705,785

ProShares UltraShort Silver

9,083,114

ProShares Ultra Gold

17,189,960

ProShares Ultra DJ-UBS Natural Gas

3,434,395

ProShares Ultra Silver

80,087,349

ProShares Ultra Gold

9,420

ProShares Ultra Silver

2,180

Foreign Exchange Contracts

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

ProShares UltraShort Euro

1,643,765

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

ProShares Short Euro

141,094

ProShares UltraShort Yen

793,507

ProShares UltraShort Australian Dollar

466,612

ProShares Ultra Australian Dollar

70,124

ProShares UltraShort Euro

27,575,831

ProShares Ultra Euro

198,744

ProShares UltraShort Yen

13,313,050

ProShares Ultra Yen

78,715

ProShares Ultra Euro

8,271

ProShares Ultra Yen

3,220

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term

Futures ETF

3,316,326

Payable on open futures contracts

ProShares VIX Short-Term Futures ETF

96,120

ProShares VIX Mid-Term Futures ETF

271,990

ProShares VIX Mid-Term Futures ETF

1,002,610

ProShares Ultra VIX Short-Term Futures ETF

12,992,694

ProShares Short VIX Short-Term Futures ETF

3,449,929

Total Trust

83,749,639*

Total Trust

157,288,783*

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

122

Fair Value of Derivative Instruments

as of December 31, 2012

Asset Derivatives

Liability Derivatives

Derivatives not accounted
for as hedging instruments

Statements

Financial
Condition
Location

Fund

Unrealized
Appreciation

Statements of
Financial
Condition
Location

Fund

Unrealized
Depreciation

Commodities Contracts

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

ProShares UltraShort DJ-UBS Commodity

148,502

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

ProShares UltraShort DJ-UBS Crude Oil

9,636,781*

ProShares UltraShort DJ-UBS Natural Gas

409,135

ProShares Ultra DJ-UBS Commodity

306,268

ProShares UltraShort Gold

3,745,096

ProShares Ultra DJ-UBS Natural Gas

3,816,950

ProShares UltraShort Silver

19,347,705

ProShares Ultra Gold

15,667,298

ProShares Ultra DJ-UBS Crude Oil

55,294,030

ProShares Ultra Silver

145,780,726

Foreign Exchange Contracts

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

ProShares UltraShort

Australian Dollar

85,590

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

ProShares Short Euro

55,056

ProShares UltraShort Euro

251,047

ProShares 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 agreements

ProShares VIX Short-Term Futures ETF

2,368,824

Payable on open futures contracts, unrealized depreciation on swap agreements

ProShares VIX Short-Term Futures ETF

2,590,243

ProShares VIX Mid-Term Futures ETF

233,160

ProShares VIX Mid-Term Futures ETF

1,703,570

ProShares Ultra VIX Short-Term Futures ETF

4,034,873

ProShares Ultra VIX Short-Term Futures ETF

1,676,460

ProShares Short VIX Short-Term Futures ETF

627,059

ProShares Short VIX Short-Term Futures ETF

2,014,234

Total Trust

124,994,834

Total Trust

197,488,010

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

123

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended September 30, 2013


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares UltraShort DJ-UBS Commodity	$	13,664		$	(212,120	)
		ProShares UltraShort DJ-UBS Crude Oil		(86,184,111	)		44,663,321
		ProShares UltraShort DJ-UBS Natural Gas		2,862,705			(1,862,190	)
		ProShares UltraShort Gold		6,021,147			(44,053,880	)
		ProShares UltraShort Silver		6,003,481			(32,088,651	)
		ProShares Ultra DJ-UBS Commodity		(85,078	)		233,903
		ProShares Ultra DJ-UBS Crude Oil		53,589,084			(18,204,607	)
		ProShares Ultra DJ-UBS Natural Gas		(14,491,916	)		9,380,633
		ProShares Ultra Gold		(5,910,890	)		36,566,124
		ProShares Ultra Silver		28,400,072			96,489,190

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		(39,024	)		(208,707	)
		ProShares UltraShort Australian Dollar		389,254			(1,865,253	)
		ProShares UltraShort Euro		(8,625,860	)		(30,678,790	)
		ProShares UltraShort Yen		(5,693,424	)		(8,391,457	)
		ProShares Ultra Australian Dollar		(123,128	)		277,231
		ProShares Ultra Euro		41,105			227,504
		ProShares Ultra Yen		(20,255	)		65,431

VIX Futures Contracts	Net realized gain (loss) on futures contracts/changes in unrealized appreciation/depreciation on futures contracts	ProShares VIX Short-Term Futures ETF		(58,627,489	)		1,983,669
		ProShares VIX Mid-Term Futures ETF		(6,929,719	)		(6,313,054	)
		ProShares Ultra VIX Short-Term Futures ETF		(197,375,157	)		9,751,723
		ProShares Short VIX Short-Term Futures ETF		37,631,293			(2,816,258	)

		Total Trust	$	(249,154,246	)	$	52,943,762

124

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended September 30, 2012


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares UltraShort DJ-UBS Commodity	$	(861,786	)	$	206,641
		ProShares UltraShort DJ-UBS Crude Oil		(24,455,424	)		10,033,896
		ProShares UltraShort DJ-UBS Natural Gas		(4,766,026	)		1,018,440
		ProShares UltraShort Gold		(10,990,296	)		(13,890,127	)
		ProShares UltraShort Silver		(30,586,333	)		(36,561,134	)
		ProShares Ultra DJ-UBS Commodity		1,946,086			(418,834	)
		ProShares Ultra DJ-UBS Crude Oil		93,595,260			(32,720,374	)
		ProShares Ultra DJ-UBS Natural Gas		20,880,016			(5,822,190	)
		ProShares Ultra Gold		23,189,203			47,317,620
		ProShares Ultra Silver		159,543,701			205,647,219

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward and futures contracts/changes in unrealized appreciation/ depreciation on foreign currency forward and futures contracts	ProShares Short Euro		(102,555	)		36,694
		ProShares UltraShort Australian Dollar		(123,485	)		1,140
		ProShares UltraShort Euro		(14,572,815	)		(12,582,909	)
		ProShares UltraShort Yen		(4,756,665	)		(6,717,569	)
		ProShares Ultra Australian Dollar		99,030			(1,930	)
		ProShares Ultra Euro		55,097			100,337
		ProShares Ultra Yen		90,137			146,755

VIX Futures Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements	ProShares VIX Short-Term Futures ETF		(85,611,502	)		13,014,580
		ProShares VIX Mid-Term Futures ETF		(19,925,729	)		(7,586,879	)
		ProShares Ultra VIX Short-Term Futures ETF		(299,188,874	)		39,590,749
		ProShares Short VIX Short-Term Futures ETF		10,269,196			(146,485	)

		Total Trust	$	(186,273,764	)	$	200,665,640

125

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 30, 2013


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/depreciation on futures contracts, swap and/or forward agreements	ProShares UltraShort DJ-UBS Commodity	$	472,331		$	51,626
		ProShares UltraShort DJ-UBS Crude Oil		(91,283,615	)		53,041,584
		ProShares UltraShort DJ-UBS Natural Gas		254,565			58,149
		ProShares UltraShort Gold		39,762,664			4,027,954
		ProShares UltraShort Silver		86,823,320			(10,266,771	)
		ProShares Ultra DJ-UBS Commodity		(868,053	)		68,896
		ProShares Ultra DJ-UBS Crude Oil		140,887,078			(68,999,815	)
		ProShares Ultra DJ-UBS Natural Gas		410,025			7,251,345
		ProShares Ultra Gold		(124,334,744	)		(1,513,242	)
		ProShares Ultra Silver		(509,899,199	)		65,695,557

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		(114,962	)		(86,038	)
		ProShares UltraShort Australian Dollar		2,294,351			(552,202	)
		ProShares UltraShort Euro		(19,722,590	)		(12,784,494	)
		ProShares UltraShort Yen		139,331,278			(50,633,718	)
		ProShares Ultra Australian Dollar		(863,033	)		169,154
		ProShares Ultra Euro		12,734			103,314
		ProShares Ultra Yen		(1,694,827	)		569,791

VIX Futures Contracts	Net realized gain (loss) on futures contracts and swap agreements/changes in unrealized appreciation/depreciation on futures contracts	ProShares VIX Short-Term Futures ETF		(102,880,094	)		3,441,625
		ProShares VIX Mid-Term Futures ETF		(19,676,804	)		739,790
		ProShares Ultra VIX Short-Term Futures ETF		(302,301,436	)		10,634,281
		ProShares Short VIX Short-Term Futures ETF		58,706,439			(2,062,754	)

		Total Trust	$	(704,684,572	)	$	(1,045,968	)

126

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 30, 2012


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/depreciation on futures contracts, swap and/or forward agreements	ProShares UltraShort DJ-UBS Commodity	$	653,141		$	(684,284	)
		ProShares UltraShort DJ-UBS Crude Oil		26,044,945			4,442,707
		ProShares UltraShort DJ-UBS Natural Gas		1,537,148			(4,183,090	)
		ProShares UltraShort Gold		(9,278,044	)		(42,573,500	)
		ProShares UltraShort Silver		(27,207,872	)		(57,618,849	)
		ProShares Ultra DJ-UBS Commodity		(234,500	)		974,662
		ProShares Ultra DJ-UBS Crude Oil		(3,020,461	)		(7,248,434	)
		ProShares Ultra DJ-UBS Natural Gas		(5,782,759	)		13,594,580
		ProShares Ultra Gold		(27,072,137	)		111,555,849
		ProShares Ultra Silver		(51,743,422	)		269,693,740

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward and futures contracts/changes in unrealized appreciation/depreciation on foreign currency forward and futures contracts	ProShares Short Euro		(104,555	)		(13,619	)
		ProShares UltraShort Australian Dollar		(123,485	)		1,140
		ProShares UltraShort Euro		106,381,285			(102,605,174	)
		ProShares UltraShort Yen		5,696,143			1,720,295
		ProShares Ultra Australian Dollar		99,030			(1,930	)
		ProShares Ultra Euro		(811,701	)		740,490
		ProShares Ultra Yen		(131,047	)		(56,350	)

VIX Futures Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements	ProShares VIX Short-Term Futures ETF		(137,705,726	)		(3,298,001	)
		ProShares VIX Mid-Term Futures ETF		(45,669,199	)		(7,611,689	)
		ProShares Ultra VIX Short-Term Futures ETF		(477,920,473	)		(19,836,074	)
		ProShares Short VIX Short-Term Futures ETF		14,345,508			439,437

		Total Trust	$	(632,048,181	)	$	157,431,906

Offsetting Assets and Liabilities

Effective January 1, 2013, the Funds adopted Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” which was subsequently clarified in ASU 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. The amended standard requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.

127

As described in Note 3, the Funds utilize derivative instruments to achieve each Fund’s investment objective. The amounts shown in the Statement of Financial Condition do not take into consideration the effects of legally enforceable master netting agreements. The following tables present the gross and net amounts of these assets and liabilities with any offsets to reflect the Funds’ ability to reflect the master netting agreements at September 30, 2013 and December 31, 2012:

ProShares UltraShort DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Swap agreements	$	200,128	$	—	$	200,128


Total	$	200,128	$	—	$	200,128

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Deutsche Bank AG	$	71,108	$	—	$	—	$	71,108

Goldman Sachs International	$	100,420		—		—		100,420

UBS AG		28,600		—		—		28,600


Total	$	200,128	$	—	$	—	$	200,128

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Swap agreements

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

128

ProShares UltraShort DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	2,100,651	$	—	$	2,100,651
Swap agreements		34,688,207		—		34,688,207

Total	$	36,788,858	$	—	$	36,788,858

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Received			Net Amount
Deutsche Bank AG	$	10,374,607	$	—		$	(9,400,000	)	$	974,607

Goldman Sachs & Co.		2,100,651		—			—			2,100,651

Goldman Sachs International		8,780,104		(7,893,840	)		—			886,264

Societe Generale S.A.		5,485,866		(5,485,866	)		—			—
UBS AG		10,047,630		(9,268,674	)		—			778,956

Total	$	36,788,858	$	(22,648,380	)	$	(9,400,000	)	$	4,740,478

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Swap agreements

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

129

ProShares UltraShort DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	45,312	$	—	$	45,312


Total	$	45,312	$	—	$	45,312

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs & Co.	$	45,312	$	—	$	—	$	45,312


Total	$	45,312	$	—	$	—	$	45,312

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

130

ProShares UltraShort Gold

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Forward agreements	$	7,782,450	$	—	$	7,782,450

Futures contracts*		2,440		—		2,440

Total	$	7,784,890	$	—	$	7,784,890

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Received			Net Amount

Deutsche Bank AG	$	4,474,464	$	—		$	(2,850,000	)	$	1,624,464

Goldman Sachs & Co.		2,440		—			—			2,440

Goldman Sachs International		1,765,604		(1,411,185	)		—			354,419

Societe Generale S.A.		935,071		(935,071	)		—			—

UBS AG		607,311		(607,311	)		—			—


Total	$	7,784,890	$	(2,953,567	)	$	(2,850,000	)	$	1,981,323

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Forward agreements

—

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

131

ProShares UltraShort Silver

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Forward agreements	$	9,083,114	$	—	$	9,083,114

Futures contracts*		580		—		580

Total	$	9,083,694	$	—	$	9,083,694

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Received			Net Amount

Deutsche Bank AG	$	5,461,114	$	—		$	(5,461,114	)	$	—

Goldman Sachs & Co.		580		—			—			580

Goldman Sachs International		1,249,680		(1,249,680	)		—			—

Societe Generale S.A.		1,810,591		(1,810,591	)		—			—

UBS AG		561,729		(561,729	)		—			—


Total	$	9,083,694	$	(3,622,000	)	$	(5,461,114	)	$	580

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Forward agreements

—

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

132

ProShares Short Euro

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Assets Presented
in the Statement
of Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	3,225	$	—	$	3,225


Total	$	3,225	$	—	$	3,225

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

RBC Capital Markets	$	3,225	$	—	$	(3,225	)	$	—


Total	$	3,225	$	—	$	(3,225	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

133

ProShares UltraShort Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Assets Presented
in the Statement
of Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	36,330	$	—	$	36,330


Total	$	36,330	$	—	$	36,330

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

RBC Capital Markets	$	36,330	$	—	$	(36,330	)	$	—


Total	$	36,330	$	—	$	(36,330	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

134

ProShares UltraShort Euro

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	1,643,765	$	—	$	1,643,765

Total	$	1,643,765	$	—	$	1,643,765

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs International	$	1,060,483	$	—	$	—	$	1,060,483

UBS AG		583,282		—		—		583,282


Total	$	1,643,765	$	—	$	—	$	1,643,765

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	27,575,831	$	—	$	27,575,831


Total	$	27,575,831	$	—	$	27,575,831

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Goldman Sachs International	$	13,695,213	$	(13,695,213	)	$	—	$	—

UBS AG		13,880,618		(13,880,618	)		—		—

Total	$	27,575,831	$	(27,575,831	)	$	—	$	—

135

ProShares UltraShort Yen

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	793,507	$	—	$	793,507

Total	$	793,507	$	—	$	793,507

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs International	$	718,095	$	—	$	—	$	718,095

UBS AG		75,412		—		—		75,412


Total	$	793,507	$	—	$	—	$	793,507

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	13,313,050	$	—	$	13,313,050

Total	$	13,313,050	$	—	$	13,313,050

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Goldman Sachs International	$	7,048,993	$	(7,048,993	)	$	—	$	—

UBS AG		6,264,057		(6,264,057	)		—		—


Total	$	13,313,050	$	(13,313,050	)	$	—	$	—

136

ProShares Ultra DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Swap agreements

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Assets Presented
in the Statement
of Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Swap agreements	$	237,372	$	—	$	237,372


Total	$	237,372	$	—	$	237,372

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Deutsche Bank AG	$	73,556	$	(73,556	)	$	—	$	—

Goldman Sachs International		113,209		(113,209	)		—		—

UBS AG		50,607		(50,607	)		—		—


Total	$	237,372	$	(237,372	)	$	—	$	—

137

ProShares Ultra DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Swap agreements

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Assets Presented
in the Statement
of Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	772,970	$	—	$	772,970

Swap agreements		10,995,019		—		10,995,019


Total	$	11,767,989	$	—	$	11,767,989

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged			Net Amount

Deutsche Bank AG	$	2,428,302	$	(2,428,302	)	$	—		$	—

Goldman Sachs & Co.		772,970		—			(772,970	)		—

Goldman Sachs International		3,504,152		(3,504,152	)		—			—

Societe Generale S.A.		1,910,928		(1,910,928	)		—			—

UBS AG		3,151,637		(3,151,637	)		—			—

Total	$	11,767,989	$	(10,995,019	)	$	(772,970	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

138

ProShares Ultra DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Assets Presented
in the Statement
of Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	1,999,143	$	—	$	1,999,143


Total	$	1,999,143	$	—	$	1,999,143

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

Goldman Sachs & Co.	$	1,999,143	$	—	$	(1,999,143	)	$	—


Total	$	1,999,143	$	—	$	(1,999,143	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

139

ProShares Ultra Gold

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Forward agreements

—

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Assets Presented
in the Statement
of Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Forward agreements	$	17,189,960	$	—	$	17,189,960

Futures contracts*		2,440		—		2,440


Total	$	17,192,400	$	—	$	17,192,400

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged			Net Amount

Deutsche Bank AG	$	9,410,748	$	(9,410,748	)	$	—		$	—

Goldman Sachs & Co.	$	2,440		—			(2,440	)		—

Goldman Sachs International		4,079,114		(4,079,114	)		—			—

Societe Generale S.A.		2,180,790		(2,180,790	)		—			—

UBS AG		1,519,308		(1,519,308	)		—			—


Total	$	17,192,400	$	(17,189,960	)	$	(2,440	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

140

ProShares Ultra Silver

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Forward agreements

—

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement of
Financial Condition

Net Amounts of
Assets Presented
in the Statement
of Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Forward agreements	$	80,087,349	$	—	$	80,087,349

Futures contracts*		1,780		—		1,780


Total	$	80,089,129	$	—	$	80,089,129

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged			Net Amount

Deutsche Bank AG	$	40,058,378	$	(40,058,378	)	$	—		$	—

Goldman Sachs & Co.		1,780		—			(1,780	)		—

Goldman Sachs International		24,037,958		(24,037,958	)		—			—

Societe Generale S.A.		11,898,455		(11,898,455	)		—			—

UBS AG		4,092,558		(4,092,558	)		—			—


Total	$	80,089,129	$	(80,087,349	)	$	(1,780	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

141

ProShares Ultra Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	5,180	$	—	$	5,180


Total	$	5,180	$	—	$	5,180

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

RBC Capital Markets	$	5,180	$	—	$	—	$	5,180


Total	$	5,180	$	—	$	—	$	5,180

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

142

ProShares Ultra Euro

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	198,744	$	—	$	198,744


Total	$	198,744	$	—	$	198,744

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs International	$	55,456	$	—	$	—	$	55,456

UBS AG		143,288		—		—		143,288


Total	$	198,744	$	—	$	—	$	198,744

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	8,271	$	—	$	8,271


Total	$	8,271	$	—	$	8,271

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Goldman Sachs International	$	6,697	$	(6,697	)	$	—	$	—

UBS AG		1,574		(1,574	)		—		—


Total	$	8,271	$	(8,271	)	$	—	$	—

143

ProShares Ultra Yen

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	78,715	$	—	$	78,715


Total	$	78,715	$	—	$	78,715

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Goldman Sachs International	$	37,892	$	—	$	—	$	37,892

UBS AG		40,823		—		—		40,823


Total	$	78,715	$	—	$	—	$	78,715

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Foreign currency forward contracts	$	3,220	$	—	$	3,220


Total	$	3,220	$	—	$	3,220

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount

Goldman Sachs International	$	2,496	$	(2,496	)	$	—	$	—

UBS AG		724		(724	)		—		—


Total	$	3,220	$	(3,220	)	$	—	$	—

144

ProShares VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	7,590,541	$	—	$	7,590,541


Total	$	7,590,541	$	—	$	7,590,541

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

RBC Capital Markets	$	7,590,541	$	—	$	—	$	7,590,541


Total	$	7,590,541	$	—	$	—	$	7,590,541

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

145

ProShares VIX Mid-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	1,619,391	$	—	$	1,619,391


Total	$	1,619,391	$	—	$	1,619,391

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

RBC Capital Markets	$	1,619,391	$	—	$	—	$	1,619,391


Total	$	1,619,391	$	—	$	—	$	1,619,391

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

146

ProShares Ultra VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition

Futures contracts*	$	30,450,046	$	—	$	30,450,046


Total	$	30,450,046	$	—	$	30,450,046

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

RBC Capital Markets	$	30,450,046	$	—	$	—	$	30,450,046


Total	$	30,450,046	$	—	$	—	$	30,450,046

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013

Gross Amounts Not Offset in the Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

147

ProShares Short VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of September 30, 2013

Assets

Gross
Amounts of
Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial
Condition

Net Amounts
of Assets
Presented in
the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of September 30, 2013

Gross Amounts Not Offset in the Statement
of Financial Condition

Net Amounts of
Assets Presented
in the Statement
of Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2013


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition

Futures contracts*	$	5,707,549	$	—	$	5,707,549


Total	$	5,707,549	$	—	$	5,707,549

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of September 30, 2013


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount

RBC Capital Markets	$	5,707,549	$	—	$	(5,707,549	)	$	—


Total	$	5,707,549	$	—	$	(5,707,549	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

148

ProShares UltraShort DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Swap agreements	$	148,502	$	—	$	148,502

Total	$	148,502	$	—	$	148,502

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs International	$	104,181	$	—	$	—	$	104,181
UBS AG		44,321		—		—		44,321

Total	$	148,502	$	—	$	—	$	148,502

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

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

—

149

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.

150

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.

151

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		(347,541	)		—			41,756

Total	$	3,729,856	$	(799,600	)	$	(2,888,500	)	$	41,756

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.

152

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	$	—		$	(10,300,000	)	$	486,801
Goldman Sachs International		3,141,119		(3,141,119	)		—			—
Societe Generale S.A.		3,255,649		—			(3,255,649	)		—
UBS AG		2,124,116		(2,065,937	)		—			58,179

Total	$	19,307,685	$	(5,207,056	)	$	(13,555,649	)	$	544,980

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	$	—	$	—	$	—
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.

153

ProShares Short Euro

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	6,612	$	—	$	6,612

Total	$	6,612	$	—	$	6,612

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
RBC Capital Markets	$	6,612	$	—	$	—	$	6,612

Total	$	6,612	$	—	$	—	$	6,612

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

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.

154

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.

155

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	)	$	—	$	—

156

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	$	(14,958,352	)	$	—	$	3,560,180
UBS AG		19,828,285		(17,590,896	)		—		2,237,389

Total	$	38,346,817	$	(32,549,248	)	$	—	$	5,797,569

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	)	$	—	$	—

157

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	)	$	—	$	—

158

ProShares Ultra DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	3,430,415	$	—	$	3,430,415
Swap agreements		33,333,620		—		33,333,620

Total	$	36,764,035	$	—	$	36,764,035

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Received			Net Amount
Goldman Sachs & Co.	$	3,430,415	$	—		$	—		$	3,430,415
Goldman Sachs International		14,334,730		(11,924,574	)		—			2,410,156
Societe Generale S.A.		8,989,866		—			(8,989,866	)		—
UBS AG		10,009,024		(8,589,406	)		—			1,419,618

Total	$	36,764,035	$	(20,513,980	)	$	(8,989,866	)	$	7,260,189

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Swap agreements

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

159

ProShares Ultra DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Futures contracts*	$	4,891,783	$	—	$	4,891,783

Total	$	4,891,783	$	—	$	4,891,783

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount
Goldman Sachs & Co.	$	4,891,783	$	—	$	(4,891,783	)	$	—

Total	$	4,891,783	$	—	$	(4,891,783	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

160

ProShares Ultra Gold

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Forward agreements	$	—	$	—	$	—
Futures contracts*		3,980		—		3,980

Total	$	3,980	$	—	$	3,980

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co.	$	3,980	$	—	$	—	$	3,980

Total	$	3,980	$	—	$	—	$	3,980

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Forward agreements	$	15,652,058	$	—	$	15,652,058
Futures contracts*		—		—		—

Total	$	15,652,058	$	—	$	15,652,058

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
Deutsche Bank AG	$	4,622,873	$	(4,622,873	)	$	—	$	—
Goldman Sachs International		3,678,367		(3,678,367	)		—		—
Societe Generale S.A.		3,715,989		(3,715,989	)		—		—
UBS AG		3,634,829		(3,634,829	)		—		—

Total	$	15,652,058	$	(15,652,058	)	$	—	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

161

ProShares Ultra Silver

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Forward agreements	$	—	$	—	$	—
Futures contracts*		2,520		—		2,520

Total	$	2,520	$	—	$	2,520

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs & Co.	$	2,520	$	—	$	—	$	2,520

Total	$	2,520	$	—	$	—	$	2,520

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Forward agreements	$	145,740,706	$	—	$	145,740,706
Futures contracts*		—		—		—

Total	$	145,740,706	$	—	$	145,740,706

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
Deutsche Bank AG	$	44,873,116	$	(42,756,218	)	$	—	$	2,116,898
Goldman Sachs International		34,491,042		(34,491,042	)		—		—
Societe Generale S.A.		34,802,217		(34,802,217	)		—		—
UBS AG		31,574,331		(31,574,331	)		—		—

Total	$	145,740,706	$	(143,623,808	)	$	—	$	2,116,898

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

162

ProShares Ultra Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	12,000	$	—	$	12,000

Total	$	12,000	$	—	$	12,000

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
RBC Capital Markets	$	12,000	$	—	$	—	$	12,000

Total	$	12,000	$	—	$	—	$	12,000

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

163

ProShares Ultra Euro

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	89,473	$	—	$	89,473

Total	$	89,473	$	—	$	89,473

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs International	$	38,327	$	—	$	—	$	38,327
UBS AG		51,146		—		—		51,146

Total	$	89,473	$	—	$	—	$	89,473

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	2,314	$	—	$	2,314

Total	$	2,314	$	—	$	2,314

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
Goldman Sachs International	$	635	$	(635	)	$	—	$	—
UBS AG		1,679		(1,679	)		—		—

Total	$	2,314	$	(2,314	)	$	—	$	—

164

ProShares Ultra Yen

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	13,523	$	—	$	13,523

Total	$	13,523	$	—	$	13,523

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Goldman Sachs International	$	7,325	$	—	$	—	$	7,325
UBS AG		6,198		—		—		6,198

Total	$	13,523	$	—	$	—	$	13,523

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Foreign currency forward contracts	$	507,819	$	—	$	507,819

Total	$	507,819	$	—	$	507,819

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments			Cash Collateral Pledged		Net Amount
Goldman Sachs International	$	231,047	$	(231,047	)	$	—	$	—
UBS AG		276,772		(178,999	)		—		97,773

Total	$	507,819	$	(410,046	)	$	—	$	97,773

165

ProShares VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Futures contracts*	$	31,540,181	$	—	$	31,540,181

Total	$	31,540,181	$	—	$	31,540,181

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount
RBC Capital Markets	$	31,540,181	$	—	$	(31,540,181	)	$	—

Total	$	31,540,181	$	—	$	(31,540,181	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

166

ProShares VIX Mid-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets

Gross Amounts
of Recognized
Assets

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Received

Net Amount

—

Total

—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Futures contracts*	$	1,890,675	$	—	$	1,890,675

Total	$	1,890,675	$	—	$	1,890,675

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount
RBC Capital Markets	$	1,890,675	$	—	$	(1,890,675	)	$	—

Total	$	1,890,675	$	—	$	(1,890,675	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

167

ProShares Ultra VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	—	$	—	$	—
Swap agreements		301,351		—		301,351

Total	$	301,351	$	—	$	301,351

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Societe Generale S.A.	$	301,351	$	—	$	301,351	$	—

Total	$	301,351	$	—	$	301,351	$	—

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:


Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities Presented in the Statement of Financial Condition
Futures contracts*	$	35,666,735	$	—	$	35,666,735
Swap agreements		—		—		—

Total	$	35,666,735	$	—	$	35,666,735

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Liabilities Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Pledged			Net Amount
RBC Capital Markets	$	35,666,735	$	—	$	(35,666,735	)	$	—

Total	$	35,666,735	$	—	$	(35,666,735	)	$	—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

168

ProShares Short VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:


Assets	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets Presented in the Statement of Financial Condition
Futures contracts*	$	5,524,721	$	—	$	5,524,721

Total	$	5,524,721	$	—	$	5,524,721

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:


			Gross Amounts Not Offset in the Statement of Financial Condition
	Net Amounts of Assets Presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
RBC Capital Markets	$	5,524,721	$	—	$	—	$	5,524,721

Total	$	5,524,721	$	—	$	—	$	5,524,721

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities

Gross Amounts
of Recognized
Liabilities

Gross Amounts
Offset in the
Statement of
Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

—

Total

—

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition

Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Financial
Instruments

Cash Collateral
Pledged

Net Amount

—

Total

—

*	Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

169

NOTE 4 – AGREEMENTS

Management Fee

Each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. Each Matching VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of its average daily NAV of such Fund. The Sponsor did not and will not charge its fee in the first year of operation of each Fund in an amount equal to the organization and offering costs. The Sponsor reimbursed or will reimburse each Fund to the extent that its offering costs exceed the Management Fee for the first year of operations. The Management Fee is paid in consideration of the Sponsor’s services as commodity pool operator, and for managing the business and affairs of the Funds. From the Management Fee, the Sponsor pays the fees and expenses of the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent and any index licensors for the Funds , the routine operational, administrative and other ordinary expenses of each Fund, and the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations, including, but not limited to, expenses such as tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees, individual K-1 preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses. For the nine months ended September 30, 2013 and 2012, the Sponsor paid and is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds. Each Fund incurs and pays its non-recurring and unusual fees and expenses.

The Administrator

The Sponsor and the Trust, for itself and on behalf of each Fund, has appointed Brown Brothers Harriman & Co. (“BBH&Co.”) as the Administrator of the Funds, and the Sponsor, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into an Administrative Agency Agreement (the “Administration Agreement”) in connection therewith. Pursuant to the terms of the Administration Agreement and under the supervision and direction of the Sponsor and the Trust, BBH&Co. prepares and files certain regulatory filings on behalf of the Funds. BBH&Co. may also perform other services for the Funds pursuant to the Administration Agreement as mutually agreed upon by the Sponsor, the Trust and BBH&Co. from time to time. Pursuant to the terms of the Administration Agreement, BBH&Co. also serves as the Transfer Agent of the Funds. The Administrator’s fees are paid on behalf of the Funds by the Sponsor.

The Custodian

BBH&Co. serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into a Custodian Agreement in connection therewith. Pursuant to the terms of the Custodian Agreement, BBH&Co. is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BBH&Co. by the Funds. The Custodian’s fees are paid on behalf of the Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”), serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI.

170

Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor pays all of the routine operational, administrative and other ordinary expenses of each Fund generally, as determined by the Sponsor including, but not limited to, fees and expenses of the Administrator, Custodian, Distributor, PDI, Transfer Agent, accounting and auditing fees and expenses, tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund, FINRA filing fees, individual Schedule K-1 preparation and mailing fees not exceeding 0.10% per annum of the NAV of a Fund, and report preparation and mailing expenses.

Non-Recurring Fees and Expenses

Each Fund pays all non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

NOTE 5 – OFFERING COSTS

Offering costs will be amortized by the Funds over a twelve month period on a straight-line basis beginning once the fund commences operations. The Sponsor did not charge its Management Fee in the first year of operations of the UltraShort DJ-UBS Natural Gas Fund, Ultra DJ-UBS Natural Gas Fund, Ultra Australian Dollar Fund, UltraShort Australian Dollar Fund, Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund in an amount equal to the offering costs. The Sponsor reimbursed each Fund, with the exception of each Matching 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 to the extent its offering costs exceeded 0.85% of its average daily NAV for the first year of operations.

NOTE 6 – CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems Shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of 50,000 Shares of a Geared Fund and 25,000 Shares of a Matching VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. As a result of the share splits and reverse share splits as described in Note 1, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

Except when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements, such as references to the Transaction Fees imposed on purchases and redemptions, is not relevant to retail investors.

Transaction Fees on Creation and Redemption Transactions

The manner by which Creation Units are purchased or redeemed is dictated by the terms of the Authorized Participant Agreement and Authorized Participant Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian; and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position or block trade whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded futures contracts at or near the closing settlement price for such contracts on the purchase order date.

Authorized Participants may pay a fixed transaction fee of up to $500 in connection with each order to create or redeem a Creation Unit in order to compensate BBH&Co., as the Administrator, the Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10% of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

171

Transaction fees for the three and nine months ended September 30, 2013, which are included in the Sale and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:


Fund	Three Months Ended September 30, 2013		Nine Months Ended September 30, 2013
UltraShort DJ-UBS Commodity	$	—	$	—
UltraShort DJ-UBS Crude Oil		119,865		237,750
UltraShort DJ-UBS Natural Gas		1,251		5,700
UltraShort Gold		19,262		62,352
UltraShort Silver		43,020		111,025
Short Euro		—		—
UltraShort Australian Dollar		—		—
UltraShort Euro		—		—
UltraShort Yen		—		—
Ultra DJ-UBS Commodity		—		283
Ultra DJ-UBS Crude Oil		41,709		188,267
Ultra DJ-UBS Natural Gas		8,303		25,719
Ultra Gold		7,284		21,066
Ultra Silver		25,625		91,299
Ultra Australian Dollar		—		—
Ultra Euro		—		—
Ultra Yen		—		—
VIX Short-Term Futures ETF		—		—
VIX Mid-Term Futures ETF		—		—
Ultra VIX Short-Term Futures ETF		182,504		659,703
Short VIX Short-Term Futures ETF		25,366		101,646

Total Trust	$	474,189	$	1,504,810

172

NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended September 30, 2013:


For the Three Months Ended September 30, 2013 (unaudited)
Per Share Operating Performance	UltraShort DJ- UBS Commodity			UltraShort DJ- UBS Crude Oil			UltraShort DJ- UBS Natural Gas			UltraShort Gold			UltraShort Silver			Short Euro			UltraShort Australian Dollar
Net asset value, at June 30, 2013	$	65.8903		$	36.3393		$	88.5724		$	114.0985		$	110.5972		$	37.9264		$	46.4112
Net investment income (loss)		(0.1408	)		(0.0691	)		(0.2504	)		(0.2074	)		(0.1902	)		(0.0886	)		(0.1140	)
Net realized and unrealized gain (loss)		(3.3059	)		(6.0060	)		3.3319			(25.7822	)		(33.8396	)		(1.4518	)		(2.7008	)
Change in net asset value from operations		(3.4467	)		(6.0751	)		3.0815			(25.9896	)		(34.0298	)		(1.5404	)		(2.8148	)
Net asset value, at September 30, 2013	$	62.4436		$	30.2642		$	91.6539		$	88.1089		$	76.5674		$	36.3860		$	43.5964

Market value per share, at June 30, 2013†	$	64.97		$	36.45		$	88.00		$	106.50		$	101.27		$	38.01		$	46.54
Market value per share, at September 30, 2013†	$	57.37		$	30.25		$	91.86		$	87.88		$	76.49		$	36.41		$	43.54

Total Return, at net asset value^		(5.2	)%		(16.7	)%		3.5	%		(22.8	)%		(30.8	)%		(4.1	)%		(6.1	)%
Total Return, at market value^		(11.7	)%		(17.0	)%		4.4	%		(17.5	)%		(24.5	)%		(4.2	)%		(6.4	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.97	)%		(1.17	)%		(0.95	)%		(0.95	)%		(0.97	)%		(1.02	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.91	)%		(0.94	)%		(1.14	)%		(0.91	)%		(0.91	)%		(0.95	)%		(0.99	)%

†	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 September 30, 2013.

**	Percentages are annualized.

173


For the Three Months Ended September 30, 2013 (unaudited)
Per Share Operating Performance	UltraShort Euro			UltraShort Yen			Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra DJ-UBS Natural Gas			Ultra Gold			Ultra Silver
Net asset value, at June 30, 2013	$	19.2890		$	64.1071		$	19.2603		$	30.1614		$	36.0214		$	41.6758		$	15.7433
Net investment income (loss)		(0.0429	)		(0.1464	)		(0.0469	)		(0.0851	)		(0.0937	)		(0.1173	)		(0.0458	)
Net realized and unrealized gain (loss)		(1.5079	)		(1.7693	)		0.7443			4.6335			(3.6705	)		9.1902			4.3722
Change in net asset value from operations		(1.5508	)		(1.9157	)		0.6974			4.5484			(3.7642	)		9.0729			4.3264
Net asset value, at September 30, 2013	$	17.7382		$	62.1914		$	19.9577		$	34.7098		$	32.2572		$	50.7487		$	20.0697

Market value per share, at June 30, 2013†	$	19.29		$	64.08		$	18.96		$	30.11		$	36.26		$	44.63		$	17.00
Market value per share, at September 30, 2013†	$	17.75		$	62.23		$	19.92		$	34.73		$	32.18		$	50.86		$	20.05

Total Return, at net asset value^		(8.0	)%		(3.0	)%		3.6	%		15.1	%		(10.4	)%		21.8	%		27.5	%
Total Return, at market value^		(8.0	)%		(2.9	)%		5.1	%		15.3	%		(11.3	)%		14.0	%		17.9	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.95	)%		(0.96	)%		(1.11	)%		(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	)%		(0.92	)%		(0.91	)%		(0.93	)%		(1.08	)%		(0.91	)%		(0.91	)%

†	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 September 30, 2013.

**	Percentages are annualized.

174


For the Three Months Ended September 30, 2013 (unaudited)
Per Share Operating Performance	Ultra Australian Dollar			Ultra Euro			Ultra Yen			VIX Short- Term Futures ETF			VIX Mid-Term Futures ETF			Ultra VIX Short-Term Futures ETF			Short VIX Short-Term Futures ETF
Net asset value, at June 30, 2013	$	32.8323		$	23.4744		$	21.2199		$	55.9419		$	28.2875		$	71.9959		$	78.2628
Net investment income (loss)		(0.0804	)		(0.0556	)		(0.0490	)		(0.0874	)		(0.0496	)		(0.1775	)		(0.3818	)
Net realized and unrealized gain (loss)		1.5404			1.8323			0.3008			(16.3058	)		(5.0606	)		(37.2930	)		27.1345
Change in net asset value from operations		1.4600			1.7767			0.2518			(16.3932	)		(5.1102	)		(37.4705	)		26.7527
Net asset value, at September 30, 2013	$	34.2923		$	25.2511		$	21.4717		$	39.5487		$	23.1773		$	34.5254		$	105.0155

Market value per share, at June 30, 2013†	$	33.96		$	23.25		$	21.10		$	55.91		$	28.25		$	71.69		$	78.45
Market value per share, at September 30, 2013†	$	34.35		$	25.30		$	21.70		$	39.45		$	23.02		$	34.34		$	105.14

Total Return, at net asset value^		4.4	%		7.6	%		1.2	%		(29.3	)%		(18.1	)%		(52.0	)%		34.2	%
Total Return, at market value^		1.1	%		8.8	%		2.8	%		(29.4	)%		(18.5	)%		(52.1	)%		34.0	%

Ratios to Average Net Assets**

Expense ratio		(1.00	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(1.81	)%		(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)		(0.97	)%		(0.91	)%		(0.91	)%		(0.83	)%		(0.82	)%		(1.79	)%		(1.51	)%

†	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 September 30, 2013.

**	Percentages are annualized.

175

Selected data for a Share outstanding throughout the three months ended September 30, 2012:


For the Three Months Ended September 30, 2012 (unaudited)
Per Share Operating Performance	UltraShort DJ- UBS Commodity			UltraShort DJ- UBS Crude Oil			UltraShort DJ- UBS Natural Gas*			UltraShort Gold*			UltraShort Silver			Short Euro			UltraShort Australian Dollar+
Net asset value, at June 30, 2012	$	59.0619		$	49.2304		$	121.2686		$	70.9895		$	69.9250		$	39.4721		$	40.0000
Net investment income (loss)		(0.1137	)		(0.0935	)		(0.3363	)		(0.1462	)		(0.1252	)		(0.0901	)		(0.0764	)
Net realized and unrealized gain (loss)		(10.9209	)		(8.5379	)		(32.3842	)		(14.5206	)		(29.9239	)		(0.6584	)		(1.2223	)
Change in net asset value from operations		(11.0346	)		(8.6314	)		(32.7205	)		(14.6668	)		(30.0491	)		(0.7485	)		(1.2987	)
Net asset value, at September 30, 2012	$	48.0273		$	40.5990		$	88.5481		$	56.3227		$	39.8759		$	38.7236		$	38.7013

Market value per share, at June 30, 2012†	$	58.64		$	49.42		$	120.52		$	70.92		$	67.82		$	39.49		$	40.00
Market value per share, at September 30, 2012†	$	48.25		$	40.72		$	88.56		$	56.48		$	40.14		$	38.64		$	38.62

Total Return, at net asset value^		(18.7	)%		(17.5	)%		(27.0	)%		(20.7	)%		(43.0	)%		(1.9	)%		(3.2	)%
Total Return, at market value^		(17.7	)%		(17.6	)%		(26.5	)%		(20.4	)%		(40.8	)%		(2.2	)%		(3.5	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.98	)%		(1.27	)%		(0.95	)%		(0.95	)%		(0.96	)%		(1.03	)%
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	)%		(0.91	)%		(1.22	)%		(0.88	)%		(0.87	)%		(0.90	)%		(0.95	)%

*	See Note 1 of these Notes to Financial Statements.

+	From commencement of investment operations, July 17, 2012 through September 30, 2012.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

176


For the Three Months Ended September 30, 2012 (unaudited)
Per Share Operating Performance	UltraShort Euro			UltraShort Yen			Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra DJ-UBS Natural Gas			Ultra Gold			Ultra Silver
Net asset value, at June 30, 2012	$	20.9071		$	43.5348		$	23.5183		$	27.7130		$	45.6921		$	79.7618		$	37.0313
Net investment income (loss)		(0.0470	)		(0.0927	)		(0.0587	)		(0.0715	)		(0.1223	)		(0.1868	)		(0.0973	)
Net realized and unrealized gain (loss)		(0.7332	)		(2.1433	)		4.5424			3.6700			5.5731			17.5971			21.8640
Change in net asset value from operations		(0.7802	)		(2.2360	)		4.4837			3.5985			5.4508			17.4103			21.7667
Net asset value, at September 30, 2012	$	20.1269		$	41.2988		$	28.0020		$	31.3115		$	51.1429		$	97.1721		$	58.7980

Market value per share, at June 30, 2012†	$	20.90		$	43.51		$	23.66		$	27.54		$	45.75		$	79.74		$	38.13
Market value per share, at September 30, 2012†	$	20.12		$	41.33		$	27.71		$	31.21		$	51.09		$	96.92		$	58.35

Total Return, at net asset value^		(3.7	)%		(5.1	)%		19.1	%		13.0	%		11.9	%		21.8	%		58.8	%
Total Return, at market value^		(3.7	)%		(5.0	)%		17.1	%		13.3	%		11.7	%		21.5	%		53.0	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.95	)%		(0.97	)%		(1.14	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.88	)%		(0.88	)%		(0.88	)%		(0.90	)%		(1.08	)%		(0.88	)%		(0.88	)%

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

177


For the Three Months Ended September 30, 2012 (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 June 30, 2012	$	40.0000		$	22.6354		$	33.4920		$	160.0441		$	55.0359		$	962.1056		$	45.2817
Net investment income (loss)		(0.0806	)		(0.0488	)		(0.0757	)		(0.2401	)		(0.0974	)		(2.1862	)		(0.2889	)
Net realized and unrealized gain (loss)		0.9723			0.6220			1.5795			(64.7877	)		(13.4312	)		(656.0164	)		23.0577
Change in net asset value from operations		0.8917			0.5732			1.5038			(65.0278	)		(13.5286	)		(658.2026	)		22.7688
Net asset value, at September 30, 2012	$	40.8917		$	23.2086		$	34.9958		$	95.0163		$	41.5073		$	303.9030		$	68.0505

Market value per share, at June 30, 2012†	$	40.00		$	22.62		$	33.39		$	161.60		$	55.08		$	984.00		$	44.92
Market value per share, at September 30, 2012†	$	40.90		$	23.18		$	35.28		$	96.10		$	41.66		$	309.20		$	67.37

Total Return, at net asset value^		2.2	%		2.5	%		4.5	%		(40.6	)%		(24.6	)%		(68.4	)%		50.3	%
Total Return, at market value^		2.3	%		2.5	%		5.7	%		(40.5	)%		(24.4	)%		(68.6	)%		50.0	%

Ratios to Average Net Assets**

Expense ratio		(1.02	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(1.67	)%		(2.16	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.94	)%		(0.88	)%		(0.87	)%		(0.79	)%		(0.80	)%		(1.64	)%		(2.08	)%

+	From commencement of investment operations, July 17, 2012 through September 30, 2012.

*	See Note 1 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-178-

Selected data for a Share outstanding throughout the nine months ended September 30, 2013:


For the Nine Months Ended September 30, 2013 (unaudited)
Per Share Operating Performance	UltraShort DJ-UBS Commodity			UltraShort DJ-UBS Crude Oil			UltraShort DJ- UBS Natural Gas*			UltraShort Gold			UltraShort Silver			Short Euro			UltraShort Australian Dollar
Net asset value, at December 31, 2012	$	54.1021		$	40.3079		$	102.1402		$	63.8688		$	51.3951		$	37.6285		$	37.8081

Net investment income (loss)		(0.3875	)		(0.2262	)		(0.6806	)		(0.5395	)		(0.4408	)		(0.2593	)		(0.3257	)
Net realized and unrealized gain (loss)#		8.7290			(9.8175	)		(9.8057	)		24.7796			25.6131			(0.9832	)		6.1140
Change in net asset value from operations		8.3415			(10.0437	)		(10.4863	)		24.2401			25.1723			(1.2425	)		5.7883
Net asset value, at September 30, 2013	$	62.4436		$	30.2642		$	91.6539		$	88.1089		$	76.5674		$	36.3860		$	43.5964

Market value per share, at December 31, 2012†	$	51.64		$	40.44		$	101.64		$	62.60		$	50.07		$	37.64		$	37.74
Market value per share, at September 30, 2013†	$	57.37		$	30.25		$	91.86		$	87.88		$	76.49		$	36.41		$	43.54

Total Return, at net asset value^		15.4	%		(24.9	)%		(10.3	)%		38.0	%		49.0	%		(3.3	)%		15.3	%
Total Return, at market value^		11.1	%		(25.2	)%		(9.6	)%		40.4	%		52.8	%		(3.3	)%		15.4	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.98	)%		(1.20	)%		(0.95	)%		(0.95	)%		(0.96	)%		(1.03	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.89	)%		(0.93	)%		(1.15	)%		(0.90	)%		(0.89	)%		(0.93	)%		(0.99	)%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a Share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2013.

**	Percentages are annualized.

-179-


For the Nine Months Ended September 30, 2013 (unaudited)
Per Share Operating Performance	UltraShort Euro			UltraShort Yen			Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra DJ-UBS Natural Gas			Ultra Gold			Ultra Silver
Net asset value, at December 31, 2012	$	19.0172		$	50.7577		$	24.3875		$	29.3941		$	39.0490		$	83.7634		$	42.9727

Net investment income (loss)		(0.1275	)		(0.4164	)		(0.1487	)		(0.2120	)		(0.3134	)		(0.4298	)		(0.1804	)
Net realized and unrealized gain (loss)#		(1.1515	)		11.8501			(4.2811	)		5.5277			(6.4784	)		(32.5849	)		(22.7226	)
Change in net asset value from operations		(1.2790	)		11.4337			(4.4298	)		5.3157			(6.7918	)		(33.0147	)		(22.9030	)
Net asset value, at September 30, 2013	$	17.7382		$	62.1914		$	19.9577		$	34.7098		$	32.2572		$	50.7487		$	20.0697

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 September 30, 2013†	$	17.75		$	62.23		$	19.92		$	34.73		$	32.18		$	50.86		$	20.05

Total Return, at net asset value^		(6.7	)%		22.5	%		(18.2	)%		18.1	%		(17.4	)%		(39.4	)%		(53.3	)%
Total Return, at market value^		(6.6	)%		22.6	%		(16.8	)%		18.5	%		(18.0	)%		(40.4	)%		(54.5	)%

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)		(0.90	)%		(0.90	)%		(0.90	)%		(0.91	)%		(1.08	)%		(0.88	)%		(0.88	)%

#	The amount shown for a Share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2013.

**	Percentages are annualized.

-180-


For the Nine Months Ended September 30, 2013 (unaudited)
Per Share Operating Performance	Ultra Australian Dollar			Ultra Euro			Ultra Yen			VIX Short- Term Futures ETF*			VIX Mid- Term Futures ETF			Ultra VIX Short-Term Futures ETF*			Short VIX Short-Term Futures ETF
Net asset value, at December 31, 2012	$	41.4986		$	24.3499		$	28.1840		$	83.9374		$	34.7003		$	201.3178		$	66.1298

Net investment income (loss)		(0.2663	)		(0.1625	)		(0.1519	)		(0.3083	)		(0.1543	)		(0.7848	)		(1.0162	)
Net realized and unrealized gain (loss)		(6.9400	)		1.0637			(6.5604	)		(44.0804	)		(11.3687	)		(166.0076	)		39.9019
Change in net asset value from operations		(7.2063	)		0.9012			(6.7123	)		(44.3887	)		(11.5230	)		(166.7924	)		38.8857
Net asset value, at September 30, 2013	$	34.2923		$	25.2511		$	21.4717		$	39.5487		$	23.1773		$	34.5254		$	105.0155

Market value per share, at December 31, 2012†	$	41.45		$	24.32		$	28.28		$	85.05		$	34.22		$	209.00		$	65.45
Market value per share, at September 30, 2013†	$	34.35		$	25.30		$	21.70		$	39.45		$	23.02		$	34.34		$	105.14

Total Return, at net asset value^		(17.4	)%		3.7	%		(23.8	)%		(52.9	)%		(33.2	)%		(82.9	)%		58.8	%
Total Return, at market value^		(17.1	)%		4.0	%		(23.3	)%		(53.6	)%		(32.7	)%		(83.6	)%		60.6	%

Ratios to Average Net Assets**

Expense ratio		(0.99	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(1.84	)%		(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)		(0.95	)%		(0.90	)%		(0.89	)%		(0.81	)%		(0.81	)%		(1.82	)%		(1.50	)%

*	See Note 1 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2013.

**	Percentages are annualized.

-181-

Selected data for a Share outstanding throughout the nine months ended September 30, 2012:


For the Nine Months Ended September 30, 2012 (unaudited)
Per Share Operating Performance	UltraShort DJ-UBS Commodity			UltraShort DJ-UBS Crude Oil			UltraShort DJ-UBS Natural Gas*			UltraShort Gold*			UltraShort Silver*			Short Euro+			UltraShort Australian Dollar++
Net asset value, at December 31, 2011	$	56.9207		$	38.8151		$	95.2206		$	82.7114		$	76.6771		$	40.0000		$	40.0000

Net investment income (loss)		(0.3723	)		(0.2633	)		(1.4076	)		(0.4577	)		(0.3822	)		(0.0959	)		(0.0764	)
Net realized and unrealized gain (loss)		(8.5211	)		2.0472			(5.2649	)		(25.9310	)		(36.4190	)		(1.1805	)		(1.2223	)
Change in net asset value from operations		(8.8934	)		1.7839			(6.6725	)		(26.3887	)		(36.8012	)		(1.2764	)		(1.2987	)
Net asset value, at September 30, 2012	$	48.0273		$	40.5990		$	88.5481		$	56.3227		$	39.8759		$	38.7236		$	38.7013

Market value per share, at December 31, 2011†	$	56.19		$	38.69		$	95.84		$	79.24		$	79.35		$	40.00		$	40.00
Market value per share, at September 30, 2012†	$	48.25		$	40.72		$	88.56		$	56.48		$	40.14		$	38.64		$	38.62

Total Return, at net asset value^		(15.6	)%		4.6	%		(7.0	)%		(31.9	)%		(48.0	)%		(3.2	)%		(3.2	)%
Total Return, at market value^		(14.1	)%		5.2	%		(7.6	)%		(28.7	)%		(49.4	)%		(3.4	)%		(3.5	)%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.98	)%		(1.43	)%		(0.95	)%		(0.95	)%		(0.97	)%		(1.03	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.90	)%		(0.92	)%		(1.39	)%		(0.90	)%		(0.90	)%		(0.91	)%		(0.95	)%

*	See Note 1 of these Notes to Financial Statements.

+	From commencement of investment operations, June 26, 2012 through September 30, 2012.

++	From commencement of investment operations, July 17, 2012, through September 30, 2012.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-182-


For the Nine Months Ended September 30, 2012 (unaudited)
Per Share Operating Performance	UltraShort Euro			UltraShort Yen			Ultra DJ-UBS Commodity			Ultra DJ-UBS Crude Oil			Ultra DJ-UBS Natural Gas*			Ultra Gold			Ultra Silver
Net asset value, at December 31, 2011	$	20.3357		$	40.9557		$	25.8805		$	40.8828		$	101.9786		$	75.9066		$	43.1903

Net investment income (loss)		(0.1373	)		(0.2877	)		(0.1730	)		(0.2383	)		(0.3818	)		(0.5744	)		(0.3212	)
Net realized and unrealized gain (loss)#		(0.0715	)		0.6308			2.2945			9.3330			(50.4539	)		21.8399			15.9289
Change in net asset value from operations		(0.2088	)		0.3431			2.1215			(9.5713	)		(50.8357	)		21.2655			15.6077
Net asset value, at September 30, 2012	$	20.1269		$	41.2988		$	28.0020		$	31.3115		$	51.1429		$	97.1721		$	58.7980

Market value per share, at December 31, 2011†	$	20.35		$	40.95		$	25.64		$	40.94		$	101.35		$	79.01		$	41.65
Market value per share, at September 30, 2012†	$	20.12		$	41.33		$	27.71		$	31.21		$	51.09		$	96.92		$	58.35

Total Return, at net asset value^		(1.0	)%		0.8	%		8.2	%		(23.4	)%		(49.8	)%		28.0	%		36.1	%
Total Return, at market value^		(1.1	)%		0.9	%		8.1	%		(23.8	)%		(49.6	)%		22.7	%		40.1	%

Ratios to Average Net Assets**

Expense ratio		(0.95	)%		(0.95	)%		(0.95	)%		(0.97	)%		(1.22	)%		(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)		(0.90	)%		(0.89	)%		(0.90	)%		(0.92	)%		(1.16	)%		(0.89	)%		(0.90	)%

*	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a Share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-183-


For the Nine Months Ended September 30, 2012 (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, 2011	$	40.0000		$	23.8860		$	36.4704		$	381.8690		$	74.1396		$	7,412.6879		$	25.8664

Net investment income (loss)		(0.0806	)		(0.1590	)		(0.2275	)		(0.9662	)		(0.3463	)		(10.6829	)		(0.6056	)
Net realized and unrealized gain (loss)		0.9723			(0.5184	)		(1.2471	)		(285.8865	)		(32.2860	)		(7,098.1020	)		42.7897
Change in net asset value from operations		0.8917			(0.6774	)		(1.4746	)		(286.8527	)		(32.6323	)		(7,108.7849	)		42.1841
Net asset value, at September 30, 2012	$	40.8917		$	23.2086		$	34.9958		$	95.0163		$	41.5073		$	303.9030		$	68.0505

Market value per share, at December 31, 2011†	$	40.00		$	23.87		$	36.50		$	378.70		$	74.13		$	7,296.00		$	26.14
Market value per share, at September 30, 2012†	$	40.90		$	23.18		$	35.28		$	96.10		$	41.66		$	309.20		$	67.37

Total Return, at net asset value^		2.2	%		(2.8	)%		(4.0	)%		(75.1	)%		(44.0	)%		(95.9	)%		163.1	%
Total Return, at market value^		2.3	%		(2.9	)%		(3.3	)%		(74.6	)%		(43.8	)%		(95.8	)%		157.7	%

Ratios to Average Net Assets**

Expense ratio		(1.02	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(1.74	)%		(1.88	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.94	)%		(0.90	)%		(0.89	)%		(0.80	)%		(0.81	)%		(1.71	)%		(1.82	)%

*	See Note 1 of these Notes to Financial Statements.

++	From commencement of operations, July 17, 2012, through September 30, 2012.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-184-

NOTE 8 – RISK

Correlation and Compounding Risk

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day (as measured from NAV calculation time to NAV calculation time). The return of a Geared Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ from the inverse (-1x), two times the inverse (-2x), or two times (2x) of the return of the Geared Fund’s benchmark for the period. A Fund will lose money if its benchmark performance is flat over time, and it is possible for a Geared Fund to lose money over time even if the performance of its benchmark increases (or decreases in the case of Short and UltraShort Funds), as a result of daily rebalancing, the benchmark’s volatility and compounding. Longer holding periods, higher benchmark volatility, inverse exposure and greater leverage each affect the impact of compounding on a Fund’s returns. Daily compounding of a Geared Fund’s investment returns can dramatically and adversely affect its longer-term performance during periods of high volatility. Volatility may be at least as important to a Geared Fund’s return for a period as the return of the Fund’s underlying benchmark. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

Each Ultra and UltraShort Fund uses leverage and should produce daily returns that are more volatile than that of its benchmark. For example, the daily return of an Ultra Fund with a 2x multiple should be approximately two times as volatile on a daily basis as is the return of a fund with an objective of matching the same benchmark. The daily return of a Short or UltraShort Fund is designed to return the inverse (-1x) or two times the inverse (-2x) of the return that would be expected of a fund with an objective of matching the same benchmark. The Geared Funds are not appropriate for all investors and present different risks than other funds. The Leveraged Funds use leverage and are riskier than similarly benchmarked exchange-traded funds that do not use leverage. An investor should only consider an investment in a Geared Fund if he or she understands the consequences of seeking daily leveraged, daily inverse or daily inverse leveraged investment results. Daily objective geared funds, if used properly and in conjunction with the investor’s view on the future direction and volatility of the markets, can be useful tools for investors who want to manage their exposure to various markets and market segments and who are willing to monitor and/or periodically rebalance their portfolios. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.

While the Funds expect to meet their investment objectives, several factors may affect their ability to do so. Among these factors are: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that correlates to a Fund’s objective; (2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmarks; (3) bid-ask spreads on such Financial Instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments and commission costs; (5) holding instruments traded in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; and (10) accounting standards.

A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark may prevent such Geared Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions or extreme market volatility will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., -1x, -2x or 2x, as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher on days when the benchmark levels are volatile near the close of the trading day. In addition, unlike other funds that do not rebalance their portfolios as frequently, each Geared Fund may be subject to increased trading costs associated with daily portfolio rebalancing in order to maintain appropriate exposure to the underlying benchmarks.

-185-

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.

-186-

The counterparty risk for cleared derivative transactions is generally lower than for uncleared over-the-counter derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to the Fund.

Leverage Risk

The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions could result in the total loss of an investor’s investment.

For example, because the UltraShort Funds and Ultra Funds include a two times the inverse (-2x), or a two times (2x) multiplier, a single-day movement in the relevant benchmark approaching 50% at any point in the day (for an UltraShort Fund or an UltraShort Fund) could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment objective of the Fund in which an investor has invested, even if such Fund’s benchmark subsequently moves in an opposite direction, eliminating all or a portion of the movement. This would be the case with downward single-day or intraday movements in the underlying benchmark of an Ultra Fund or upward single-day or intraday movements in the benchmark of an UltraShort Fund, even if the underlying benchmark maintains a level greater than zero at all times.

Liquidity Risk

Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.

“Contango” and “Backwardation” Risk

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in August 2012 may specify an October 2012 expiration. For an Ultra Fund and a Matching VIX Fund, as that contract nears expiration, it may be replaced by selling the October 2012 contract and purchasing the contract expiring in December 2012. This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically, the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the October 2012 contract would take place at a price that is higher than the price at which the December 2012 contract is purchased, thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods of backwardation, backwardation will likely not exist in these markets at all times. The presence of contango (where prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors) in certain futures contracts at the time of rolling would be expected to adversely affect an Ultra Fund or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund or an UltraShort Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Funds and UltraShort Funds, and positively affect the Ultra Funds and Matching VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

-187-

Gold and silver historically exhibit persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. It is generally believed this is because the market needs to build inventories for most of the year in order to have enough storage to make it through a normal winter. Periods of backwardation are typically thought to be caused by demand shocks or supply shortages such as an unusually cold winter or a hurricane.

NOTE 9 – 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.

-188-

Item 2.

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

This information should be read in conjunction with the financial statements and notes to the financial statements included with this Quarterly Report on Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor or the Trustee (as each term is defined below) assumes responsibility for the accuracy or completeness of any forward-looking statements. Except as expressly required by federal securities laws, none of the Trust, the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in expectations or predictions.

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of September 30, 2013, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); (ii) ProShares Short Euro (the “Short Euro Fund”); (iii) ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Leveraged Fund, Short Euro Fund, Geared VIX Fund or Matching VIX Fund. The Shares of each Leveraged Fund, the Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in this Quarterly Report on Form 10-Q. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in this Quarterly Report on Form 10-Q.

The Trust also registered shares for three additional series; ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy, collectively referred to as the “New Funds”. On April 24, 2013, the registered offerings for each of the New Funds, which had never been publicly offered, were terminated.

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

-189-

on October 4, 2011. One of the Funds, ProShares Short Euro, commenced trading on the NYSE Arca on June 26, 2012. Two of the Funds, ProShares UltraShort Australian Dollar and ProShares Ultra Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012.

ProShare Capital Management LLC serves as the Trust’s Sponsor (the “Sponsor”) and commodity pool operator. Wilmington Trust Company serves as the Trustee of the Trust (the “Trustee”). The Funds are commodity pools, as defined under the CEA and the applicable regulations of the Commodity Futures Trading Commission (the “CFTC”) and are operated by the Sponsor, a commodity pool operator registered with the CFTC. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended.

Groups of Funds are collectively referred to in this Quarterly Report on Form 10-Q in several different ways. References to “Short Funds,” “UltraShort Funds,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds”, “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

Each of the Funds generally invests in Financial Instruments (i.e., instruments whose value is derived from the value of an underlying asset, rate or index, including futures contracts, swap agreements, forward contracts and other instruments) as a substitute for investing directly in commodities, currencies, or spot volatility products in order to gain exposure to the commodity futures index, commodity, currency or exchange rate equity volatility index or applicable commodity or financial futures contracts. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “leveraged” investment results for the Geared Funds. Each Matching VIX Fund seeks results (before fees and expenses), both over a single day and over time, that match the performance of the S&P 500 VIX Short-Term Futures Index (the “Short-Term VIX Index”) or the S&P 500 VIX Mid-Term Futures Index (the “Mid-Term VIX Index”) (each a “VIX Futures Index”). Each Geared VIX Fund seeks daily investment results (before fees and expenses) that correspond to a multiple or the inverse of the daily performance of the Short-Term VIX Index. 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.

-190-

Each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares and each Matching VIX Fund continuously offers and redeems its Shares in blocks of 25,000 Shares (each such block a “Creation Unit”). Only Authorized Participants may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with one or more of the Funds. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective NAV. Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price that varies depending on, among other factors, the trading price of the Shares of each Fund on the NYSE Arca, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

Liquidity and Capital Resources

In order to collateralize derivatives positions in indices, commodities or currencies, a significant portion of the net assets of each Fund is held in cash and/or U.S. Treasury Securities, agency securities, or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. dollars or the applicable foreign currency with respect to a Currency Fund). A portion of these investments may be posted as collateral in connection with swap agreements and each Fund’s trading in futures and forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three and nine months ended September 30, 2013 and 2012, each of the Funds earned interest income as follows:


Fund	Interest Income Three Months Ended September 30, 2013		Interest Income Three Months Ended September 30, 2012		Interest Income Nine Months Ended September 30, 2013		Interest Income Nine Months Ended September 30, 2012
ProShares UltraShort DJ-UBS Commodity	$	416	$	568	$	1,651	$	2,227
ProShares UltraShort DJ-UBS Crude Oil		34,116		19,218		82,626		49,995
ProShares UltraShort DJ-UBS Natural Gas		1,267		1,854		7,217		4,883
ProShares UltraShort Gold		13,065		21,407		48,373		52,562
ProShares UltraShort Silver		8,580		25,338		47,626		69,765
ProShares Short Euro		338		641		1,363		641
ProShares UltraShort Australian Dollar		1,790		586		3,399		586
ProShares UltraShort Euro		39,032		160,447		179,135		359,466
ProShares UltraShort Yen		40,839		41,475		171,429		104,677
ProShares Ultra DJ-UBS Commodity		395		1,472		1,809		3,401
ProShares Ultra DJ-UBS Crude Oil		13,828		63,544		115,731		126,796
ProShares Ultra DJ-UBS Natural Gas		5,794		9,896		22,420		18,894
ProShares Ultra Gold		18,099		62,437		118,967		151,337
ProShares Ultra Silver		51,513		136,002		313,406		313,266
ProShares Ultra Australian Dollar		242		618		1,312		618
ProShares Ultra Euro		371		975		1,468		2,550
ProShares Ultra Yen		295		1,009		1,538		2,253
ProShares VIX Short-Term Futures ETF		10,711		21,142		54,250		47,219
ProShares VIX Mid-Term Futures ETF		6,721		12,846		20,472		31,096
ProShares Ultra VIX Short-Term Futures ETF		10,797		22,293		46,863		40,074
ProShares Short VIX Short-Term Futures ETF		6,018		4,522		22,651		8,717

-191-

Each Fund’s underlying swaps, futures and forward contracts, as applicable, may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps and forward contracts are not traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

Entry into swap agreements or forward contracts may further impact liquidity because these contractual agreements are executed “off-exchange” between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

The large size of the positions in which a Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Investments related to one benchmark, which in many cases is highly concentrated.

Because each Fund may enter into swaps and may trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

Market Risk

Trading in futures contracts involves each Fund entering into contractual commitments to purchase or sell a commodity or currency underlying the Fund’s benchmark at a specified date and price, should it hold such futures contract into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity or currency, it would be required to make delivery of that commodity or currency at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity or currency can rise is unlimited, entering into commitments to sell commodities or currencies would expose a Fund to theoretically unlimited risk.

Each Fund’s exposure to market risk is influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

For more information, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q.

Credit Risk

When a Fund enters into swap agreements, futures contracts or forward contracts, the Fund is exposed to credit risk that the counterparty to the contract will not meet its obligations.

The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members (i.e., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions.

-192-

Swap and forward agreements are contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

Swap agreements do not generally involve the delivery of underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to a swap agreement defaults, the Fund’s risk of loss typically consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovery collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of assets at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

•

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

•

limiting the outstanding amounts due from counterparties to the Funds;

•

not posting margin directly with a counterparty;

•

generally requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily;

•

limiting the amount of margin or premium posted at a futures commission merchant (“FCM”); and

•

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

The FCM for each Fund, in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to the Fund, all assets of the Fund relating to domestic futures trading, and the FCM is not allowed to commingle such assets with other assets of the FCM. In addition, CFTC regulations also require the FCM to hold in a secure account assets of each Fund related to foreign futures trading.

Off-Balance Sheet Arrangements and Contractual Obligations

As of November 12, 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.

-193-

Critical Accounting Policies

The Trust’s and the Funds’ critical accounting policies are as follows:

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s and the Funds’ application of these policies involves judgments and actual results may differ from the estimates used.

Each Fund has significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in swaps, futures or forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statements of Operations.

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements. The fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

For financial reporting purposes, the Leveraged Funds, the Short Euro Fund and the VIX Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain Leveraged Funds’, the Short Euro Fund’s and VIX Funds’ final creation/redemption NAV for the three and nine months ended September 30, 2013.

Derivatives (e.g., futures, swaps and forward agreements) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at last settled price. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards.

Fair value pricing may require subjective determinations about the value of an investment. While each Leveraged and VIX Fund’s policy is intended to result in a calculation of the Leveraged or the VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged and the VIX Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Leveraged or the VIX Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Leveraged or the VIX Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. See Note 2 in Item 1 of this Quarterly Report on Form 10-Q for further information.

Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

-194-

Each Fund pays its respective brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis. The Sponsor is currently paying the brokerage commissions on the VIX futures contracts for the Matching VIX Funds.

Results of Operations for the Three Months Ended September 30, 2013 Compared to the Three Months Ended September 30, 2012

ProShares UltraShort DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	3,953,221		$	3,543,535
NAV end of period	$	3,746,428		$	2,881,496
Percentage change in NAV		(5.2	)%		(18.7	)%
Shares outstanding beginning of period		59,997			59,997
Shares outstanding end of period		59,997			59,997
Percentage change in shares outstanding		0.0	%		0.0	%
Shares created		—			—
Shares redeemed		—			—
Per share NAV beginning of period	$	65.89		$	59.06
Per share NAV end of period	$	62.44		$	48.03
Percentage change in per share NAV		(5.2	)%		(18.7	)%
Percentage change in benchmark		2.1	%		9.7	%
Benchmark annualized volatility		10.4	%		15.7	%

During the three months ended September 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from June 30, 2013 to September 30, 2013. By comparison, during the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in outstanding Shares from June 30, 2012 to September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 5.2% for the three months ended September 30, 2013, as compared to the decrease of 18.7% for the three months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on August 7, 2013 at $66.37 per Share and reached its low for the period on August 28, 2013 at $57.81 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 2, 2012 at $58.83 per Share and reached its low for the period on September 14, 2012 at $46.01 per Share.

-195-

The benchmark’s rise of 2.1% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 9.7% for the three months ended September 30, 2012, can be attributed to lesser appreciation of the underlying components of the index during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(8,450	)	$	(6,822	)
Management fee		8,866			7,390
Net realized gain (loss)		13,686			(861,786	)
Change in net unrealized appreciation/depreciation		(212,029	)		206,570
Net income (loss)	$	(206,793	)	$	(662,038	)

The Fund’s net income increased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a lesser increase in the Fund’s benchmark index from the three months ended September 30, 2012 to the three months ended September 30, 2013.

ProShares UltraShort DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	251,466,116		$	82,211,941
NAV end of period	$	442,461,028		$	116,516,762
Percentage change in NAV		76.0	%		41.7	%
Shares outstanding beginning of period		6,919,944			1,669,944
Shares outstanding end of period		14,619,944			2,869,944
Percentage change in shares outstanding		111.3	%		71.9	%
Shares created		12,900,000			1,650,000
Shares redeemed		5,200,000			450,000
Per share NAV beginning of period	$	36.34		$	49.23
Per share NAV end of period	$	30.26		$	40.60
Percentage change in per share NAV		(16.7	)%		(17.5	)%
Percentage change in benchmark		7.9	%		7.3	%
Benchmark annualized volatility		19.0	%		25.5	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 6,919,944 outstanding Shares at June 30, 2013 to 14,619,944 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 1,669,944 outstanding Shares at June 30, 2012 to 2,869,944 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 16.7% for the three months ended September 30, 2013, as compared to the decrease of 17.5% for the three months ended September 30, 2012, was primarily due to lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

-196-

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on July 1, 2013 at $35.25 per Share and reached its low for the period on September 6, 2013 at $26.59 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 2, 2012 at $50.63 per Share and reached its low for the period on September 14, 2012 at $35.28 per Share.

The benchmark’s rise of 7.9% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 7.3% for the three months ended September 30, 2012, can be attributed to a greater increase in the price of WTI Crude Oil during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(1,036,872	)	$	(241,721	)
Management fee		1,047,511			252,685
Brokerage commissions		23,477			8,254
Net realized gain (loss)		(86,180,653	)		(24,453,770	)
Change in net unrealized appreciation/depreciation		44,674,375			10,035,131
Net income (loss)	$	(42,543,150	)	$	(14,660,360	)

The Fund’s net income decreased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a greater increase in the Fund’s benchmark index.

ProShares UltraShort DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	19,924,537		$	13,643,687
NAV end of period	$	16,035,027		$	13,282,921
Percentage change in NAV		(19.5	)%		(2.6	)%
Shares outstanding beginning of period		224,952			112,508
Shares outstanding end of period		174,952			150,008
Percentage change in shares outstanding		(22.2	)%		33.3	%
Shares created		50,000			37,500
Shares redeemed		100,000			—
Per share NAV beginning of period	$	88.57		$	121.27
Per share NAV end of period	$	91.65		$	88.55
Percentage change in per share NAV		3.5	%		(27.0	)%
Percentage change in benchmark		(4.4	)%		8.6	%
Benchmark annualized volatility		26.5	%		44.6	%

During the three months ended September 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 224,952 outstanding Shares at June 30, 2013 to 174,952 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results

-197-

(before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. By comparison, during the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS Natural Gas Sub-index^SM. The decrease in the Fund’s NAV was offset by an increase from 112,508 outstanding Shares at June 30, 2012 to 150,008 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 3.5% for the three months ended September 30, 2013, as compared to the decrease of 27.0% for the three months ended September 30, 2012, was primarily due to appreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on August 9, 2013 at $103.75 per Share and reached its low for the period on July 18, 2013 at $75.90 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per share NAV reached its high for the period on August 28, 2012 at $128.81 per Share and reached its low for the period on July 30, 2012 at $88.10 per Share.

The benchmark’s decline of 4.4% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 8.6% for the three months ended September 30, 2012, can be attributed to a decrease in the price of Henry Hub Natural Gas during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(48,035	)	$	(41,588	)
Management fee		40,159			14,762
Brokerage commissions		9,143			10,986
Offering costs		—			17,694
Net realized gain (loss)		2,863,123			(4,765,841	)
Change in net unrealized appreciation/depreciation		(1,861,542	)		1,018,699
Net income (loss)	$	953,546		$	(3,788,730	)

The Fund’s net income increased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split and the reverse Share split for the ProShares UltraShort DJ-UBS Natural Gas Fund.

ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	170,802,997		$	129,376,591
NAV end of period	$	145,113,410		$	92,790,217
Percentage change in NAV		(15.0	)%		(28.3	)%
Shares outstanding beginning of period		1,496,978			1,822,475
Shares outstanding end of period		1,646,978			1,647,475
Percentage change in shares outstanding		10.0	%		(9.6	)%
Shares created		550,000			—
Shares redeemed		400,000			175,000
Per share NAV beginning of period	$	114.10		$	70.99
Per share NAV end of period	$	88.11		$	56.32

Percentage change in per share NAV		(22.8	)%		(20.7	)%
Percentage change in benchmark		11.3	%		11.1	%
Benchmark annualized volatility		22.7	%		14.8	%

-198-

During the three months ended September 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 1,496,978 outstanding Shares at June 30, 2013 to 1,646,978 outstanding Shares at September 30, 2013. By comparison, during the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,822,475 outstanding Shares at June 30, 2012 to 1,647,475 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 22.8% for the three months ended September 30, 2013, as compared to the decrease of 20.7% for the three months ended September 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on July 5, 2013 at $109.28 per Share and reached its low for the period on August 28, 2013 at $78.23 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per share NAV reached its high for the period on July 12, 2012 at $74.67 per Share and reached its low for the period on September 21, 2012 at $55.89 per Share.

The benchmark’s rise of 11.3% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 11.1% for the three months ended September 30, 2012, can be attributed to a greater increase in the price of spot gold in U.S. Dollar terms during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(283,915	)	$	(256,499	)
Management fee		296,972			277,898
Brokerage commissions		8			8
Net realized gain (loss)		6,023,935			(10,989,913	)
Change in net unrealized appreciation/depreciation		(44,052,898	)		(13,887,666	)
Net income (loss)	$	(38,312,878	)	$	(25,134,078	)

-199-

The Fund’s net income decreased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a greater increase in the price of spot gold in U.S. Dollar terms during the three months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Gold Fund.

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	83,886,747		$	161,421,100
NAV end of period	$	115,501,076		$	125,947,671
Percentage change in NAV		37.7	%		(22.0	)%
Shares outstanding beginning of period		758,489			2,308,489
Shares outstanding end of period		1,508,489			3,158,489
Percentage change in shares outstanding		98.9	%		36.8	%
Shares created		1,550,000			1,500,000
Shares redeemed		800,000			650,000
Per share NAV beginning of period	$	110.60		$	69.93
Per share NAV end of period	$	76.57		$	39.88
Percentage change in per share NAV		(30.8	)%		(43.0	)%
Percentage change in benchmark		15.0	%		28.0	%
Benchmark annualized volatility		33.4	%		28.3	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 758,489 outstanding Shares at June 30, 2013 to 1,508,489 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the three months ended September 30, 2012, the decrease 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 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 2,308,489 outstanding Shares at June 30, 2012 to 3,158,489 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 30.8% for the three months ended September 30, 2013, as compared to the decrease of 43.0% for the three months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on July 9, 2013 at $107.42 per Share and reached its low for the period on August 28, 2013 at $61.41 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 12, 2012 at $71.45 per Share and reached its low for the period on September 28, 2012 at $39.88 per Share.

The benchmark’s rise of 15.0% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 28.0% for the three months ended September 30, 2012, can be attributed to a lesser increase in the price of spot silver in U.S. Dollar terms during the three months ended September 30, 2013.

-200-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(210,470	)	$	(290,149	)
Management fee		219,042			315,479
Brokerage commissions		8			8
Net realized gain (loss)		6,007,983			(30,585,422	)
Change in net unrealized appreciation/depreciation		(32,085,121	)		(36,561,404	)
Net income (loss)	$	(26,287,608	)	$	(67,436,975	)

The Fund’s net income increased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a lesser increase in the price of spot silver in U.S. Dollar terms during the three months ended September 30, 2013.

ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	3,792,834		$	3,947,410
NAV end of period	$	7,277,390		$	3,872,555
Percentage change in NAV		91.9	%		(1.9	)%
Shares outstanding beginning of period		100,005			100,005
Shares outstanding end of period		200,005			100,005
Percentage change in shares outstanding		100.0	%		0.0	%
Shares created		100,000			—
Shares redeemed		—			—
Per share NAV beginning of period	$	37.93		$	39.47
Per share NAV end of period	$	36.39		$	38.72
Percentage change in per share NAV		(4.1	)%		(1.9	)%
Percentage change in benchmark		3.9	%		1.6	%
Benchmark annualized volatility		7.6	%		9.0	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 100,005 outstanding Shares at June 30, 2013 to 200,005 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2012 to September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 4.1% for the three months ended September 30, 2013, as compared to the decrease of 1.9% for the period ended September 30, 2012, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended September 30, 2013.

-201-

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on July 9, 2013 at $38.60 per Share and reached its low for the period on September 25, 2013 at $36.38 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $41.33 per Share and reached its low for the period on September 14, 2012 at $37.95 per Share.

The benchmark’s rise of 3.9% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 1.6% for the three months ended September 30, 2012, can be attributed to a greater increase in the value of the Euro versus the U.S. Dollar during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(16,029	)	$	(9,011	)
Management fee		16,080			—
Brokerage commissions		287			134
Offering costs		—			10,334
Limitation by Sponsor		—			(816	)
Net realized gain (loss)		(39,009	)		(102,556	)
Change in net unrealized appreciation/depreciation		(208,800	)		36,712
Net income (loss)	$	(263,838	)	$	(74,855	)

The Fund’s net income decreased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a greater increase in the value of the Euro versus the U.S. Dollar during the three month ended September 30, 2013.

ProShares UltraShort Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, the Fund’s results of operations for the period ended September 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and from commencement of investment operations to September 30, 2012:


	Three Months Ended September 30, 2013			Period Ended September 30, 2012
NAV beginning of period	$	23,205,856		$	200
NAV end of period	$	23,978,227		$	3,870,326
Percentage change in NAV		3.3	%		1,935,063.0	%
Shares outstanding beginning of period		500,005			5
Shares outstanding end of period		550,005			100,005
Percentage change in shares outstanding		10.0	%		2,000,000.0	%
Shares created		50,000			100,000
Shares redeemed		—			—
Per share NAV beginning of period	$	46.41		$	40.00
Per share NAV end of period	$	43.60		$	38.70
Percentage change in per share NAV		(6.1	)%		(3.2	)%
Percentage change in benchmark		2.0	%		0.6	%
Benchmark annualized volatility		12.1	%		8.6	%

-202-

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 500,005 outstanding Shares at June 30, 2013 to 550,005 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. By comparison, during the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 30, 2012 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar

For the three months ended September 30, 2013 and the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 6.1% for the three months ended September 30, 2013, as compared to the decrease of 3.2% for the period ended September 30, 2012, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on August 2, 2013 at $48.58 per Share and reached its low for the period on September 18, 2013 at $42.08 per Share. By comparison, during the period ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 5, 2012 at $40.44 per Share and reached its low for the period on September 14, 2012 at $37.52 per Share.

The benchmark’s rise of 2.0% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 0.6% for the period ended September 30, 2012, can be attributed to a greater increase in the value of the Australian Dollar versus the U.S. Dollar during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and from commencement of investment operations to September 30, 2012:


	Three Months Ended September 30, 2013			Period Ended September 30, 2012
Net investment income (loss)	$	(59,621	)	$	(7,544	)
Management fee		47,611			—
Brokerage commissions		4,057			605
Offering costs		2,926			8,537
Limitation by Sponsor		—			(1,012	)
Reduction to Limitation by Sponsor		6,817			—
Net realized gain (loss)		389,410			(123,487	)
Change in net unrealized appreciation/depreciation		(1,864,718	)		1,157
Net income (loss)	$	(1,534,929	)	$	(129,874	)

The Fund’s net income decreased for the three months ended September 30, 2013, as compared to the period ended September 30, 2012, primarily due to a greater increase in the value of the Australian Dollar versus the U.S. Dollar during the three month ended September 30, 2013.

-203-

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	509,228,804		$	896,915,348
NAV end of period	$	456,760,044		$	770,862,313
Percentage change in NAV		(10.3	)%		(14.1	)%
Shares outstanding beginning of period		26,400,014			42,900,014
Shares outstanding end of period		25,750,014			38,300,014
Percentage change in shares outstanding		(2.5	)%		(10.7	)%
Shares created		1,400,000			1,750,000
Shares redeemed		2,050,000			6,350,000
Per share NAV beginning of period	$	19.29		$	20.91
Per share NAV end of period	$	17.74		$	20.13
Percentage change in per share NAV		(8.0	)%		(3.7	)%
Percentage change in benchmark		3.9	%		1.6	%
Benchmark annualized volatility		7.6	%		9.0	%

During the three months ended September 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 26,400,014 outstanding shares at June 30, 2013 to 25,750,014 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 42,900,014 outstanding Shares at June 30, 2012 to 38,300,014 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 8.0% for the three months ended September 30, 2013, as compared to the per Share NAV decrease of 3.7% for the three months ended September 30, 2012, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on July 9, 2013 at $19.97 per Share and reached its low for the period on September 30, 2013 at $17.74 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $22.94 per Share and reached its low for the period on September 14, 2012 at $19.33 per Share.

The benchmark’s rise of 3.9% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 1.6% for the three months ended September 30, 2012, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(1,130,081	)	$	(1,892,376	)
Management fee		1,169,113			2,052,823
Net realized gain (loss)		(8,623,142	)		(14,573,257	)
Change in net unrealized appreciation/depreciation		(30,661,125	)		(12,582,165	)
Net income (loss)	$	(40,414,348	)	$	(29,047,798	)

-204-

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	525,633,184		$	230,703,599
NAV end of period	$	463,282,138		$	249,828,407
Percentage change in NAV		(11.9	)%		8.3	%
Shares outstanding beginning of period		8,199,294			5,299,294
Shares outstanding end of period		7,449,294			6,049,294
Percentage change in shares outstanding		(9.1	)%		14.2	%
Shares created		100,000			1,450,000
Shares redeemed		850,000			700,000
Per share NAV beginning of period	$	64.11		$	43.53
Per share NAV end of period	$	62.19		$	41.30
Percentage change in per share NAV		(3.0	)%		(5.1	)%
Percentage change in benchmark		0.9	%		2.5	%
Benchmark annualized volatility		11.5	%		6.1	%

During the three months ended September 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 8,199,294 outstanding Shares at June 30, 2013 to 7,449,294 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 5,299,294 outstanding Shares at June 30, 2012 to 6,049,294 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.0% for the three months ended September 30, 2013, as compared to the the per Share NAV decrease of 5.1% for the three months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on July 5, 2013 at $66.69 per Share and reached its low for the period on August 9, 2013 at $59.91 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 5, 2012 at $43.48 per Share and reached its low for the period on September 13, 2012 at $40.82 per Share.

The benchmark’s rise of 0.9% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 2.5% for the three months ended September 30, 2012, can be attributed to a lesser increase in the value of the Japanese Yen versus the U.S. Dollar during the three months ended September 30, 2013.

-205-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(1,164,837	)	$	(495,697	)
Management fee		1,205,676			537,172
Net realized gain (loss)		(5,692,393	)		(4,756,460	)
Change in net unrealized appreciation/depreciation		(8,391,501	)		(6,715,809	)
Net income (loss)	$	(15,248,731	)	$	(11,967,966	)

The Fund’s net income decreased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a lesser increase in the value of the Japanese Yen versus the U.S. Dollar in conjunction with a decrease in outstanding shares during the three months ended September 30, 2013.

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	3,852,327		$	8,231,730
NAV end of period	$	3,991,828		$	8,400,978
Percentage change in NAV		3.6	%		2.1	%
Shares outstanding beginning of period		200,014			350,014
Shares outstanding end of period		200,014			300,014
Percentage change in shares outstanding		0.0	%		(14.3	)%
Shares created		—			—
Shares redeemed		—			50,000
Per share NAV beginning of period	$	19.26		$	23.52
Per share NAV end of period	$	19.96		$	28.00
Percentage change in per share NAV		3.6	%		19.1	%
Percentage change in benchmark		2.1	%		9.7	%
Benchmark annualized volatility		10.4	%		15.7	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from June 30, 2013 to September 30, 2013. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS Commodity Index. The increase in the Fund’s NAV was offset by a decrease from 350,014 outstanding Shares at June 30, 2012 to 300,014 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV increase of 3.6% for the three months ended September 30, 2013, as compared to the increase of 19.1% for the period ended September 30, 2012, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on August 28, 2013 at $21.69 per Share and reached its low for the period on August 7, 2013 at $18.99 per Share. By

-206-

comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 14, 2012 at $29.39 per Share and reached its low for the period on July 2, 2012 at $23.60 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(9,375	)	$	(19,548	)
Management fee		9,770			21,020
Net realized gain (loss)		(85,067	)		1,946,079
Change in net unrealized appreciation/depreciation		233,943			(418,556	)
Net income (loss)	$	139,501		$	1,507,975

The Fund’s net income decreased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a lesser increase in the Fund’s benchmark index.

ProShares Ultra DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	218,645,114		$	489,111,964
NAV end of period	$	137,074,786		$	381,973,929
Percentage change in NAV		(37.3	)%		(21.9	)%
Shares outstanding beginning of period		7,249,170			17,649,170
Shares outstanding end of period		3,949,170			12,199,170
Percentage change in shares outstanding		(45.5	)%		(30.9	)%
Shares created		1,000,000			3,400,000
Shares redeemed		4,300,000			8,850,000
Per share NAV beginning of period	$	30.16		$	27.71
Per share NAV end of period	$	34.71		$	31.31

Percentage change in per share NAV		15.1	%		13.0	%
Percentage change in benchmark		7.9	%		7.3	%
Benchmark annualized volatility		19.0	%		25.5	%

During the three months ended September 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 7,249,170 outstanding shares at June 30, 2013 to 3,949,170 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM. By comparison, during the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 17,649,170 outstanding Shares at June 30, 2012 to 12,199,170 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM.

-207-

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV increase of 15.1% for the three months ended September 30, 2013, as compared to the increase of 13.0% for the three months ended September 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on September 6, 2013 at $39.87 per Share and reached its low for the period on July 1, 2013 at $31.06 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 14, 2012 at $36.47 per Share and reached its low for the period on July 10, 2012 at $26.90 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(383,510	)	$	(868,686	)
Management fee		391,381			914,474
Brokerage commissions		5,957			17,756
Net realized gain (loss)		53,591,304			93,596,417
Change in net unrealized appreciation/depreciation		(18,204,764	)		(32,720,497	)
Net income (loss)	$	35,003,030		$	60,007,234

The Fund’s net income decreased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a greater increase in the price of WTI Crude Oil during the three months ended September 30, 2013 in conjunction with a significant decrease in outstanding shares.

ProShares Ultra DJ-UBS Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	42,142,901		$	62,595,441
NAV end of period	$	94,189,168		$	67,505,640
Percentage change in NAV		123.5	%		7.8	%
Shares outstanding beginning of period		1,169,941			1,369,941
Shares outstanding end of period		2,919,941			1,319,941
Percentage change in shares outstanding		149.6	%		(3.6	)%
Shares created		2,100,000			700,000
Shares redeemed		350,000			750,000
Per share NAV beginning of period	$	36.02		$	45.69
Per share NAV end of period	$	32.26		$	51.14
Percentage change in per share NAV		(10.4	)%		11.9	%
Percentage change in benchmark		(4.4	)%		8.6	%
Benchmark annualized volatility		26.5	%		44.6	%

-208-

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted primarily from the increase from 1,169,941 outstanding shares at June 30, 2013 to 2,919,941 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. The increase in the Fund’s NAV was offset by a decrease from 1,369,941 outstanding Shares at June 30, 2012 to 1,319,941 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 10.4% for the three months ended September 30, 2013, as compared to the increase of 11.9% for the three months ended September, 2012, was primarily due to depreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on July 18, 2013 at $41.04 per Share and reached its low for the period on August 9, 2013 at $29.45 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period July 30, 2012 at $57.51 per Share and reached its low for the period on August 28, 2012 at $37.17 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(214,137	)	$	(177,136	)
Management fee		188,763			137,754
Brokerage commissions		31,168			31,584
Offering costs		—			17,694
Net realized gain (loss)		(14,490,187	)		20,880,467
Change in net unrealized appreciation/depreciation		9,382,834			(5,822,509	)
Net income (loss)	$	(5,321,490	)	$	14,880,822

The Fund’s net income decreased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended September 30, 2013.

-209-

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	139,614,500		$	331,012,682
NAV end of period	$	172,546,283		$	388,689,908
Percentage change in NAV		23.6	%		17.4	%
Shares outstanding beginning of period		3,350,014			4,150,014
Shares outstanding end of period		3,400,014			4,000,014
Percentage change in shares outstanding		1.5	%		(3.6	)%
Shares created		350,000			100,000
Shares redeemed		300,000			250,000
Per share NAV beginning of period	$	41.68		$	79.76
Per share NAV end of period	$	50.75		$	97.17
Percentage change in per share NAV		21.8	%		21.8	%
Percentage change in benchmark		11.3	%		11.1	%
Benchmark annualized volatility		22.7	%		14.8	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 3,350,014 outstanding shares at June 30, 2013 to 3,400,014 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 4,150,014 outstanding Shares at June 30, 2012 to 4,000,014 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV increase of 21.8% for the three months ended September 30, 2013, as compared to the increase of 21.8% for the three months ended September 30, 2012, was primarily due to the comparable appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on August 28, 2013 at $58.48 per Share and reached its low for the period on July 5, 2013 at $43.01 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period September 21, 2012 at $98.22 per Share and reached its low for the period on July 12, 2012 at $75.46 per Share.

The benchmark’s rise of 11.3% for the three months ended September 30, 2013, as compared to the benchmark’s rise of 11.1% the three months ended September 30, 2012, can be attributed to a greater increase in the price of spot gold in U.S. Dollar terms during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(391,586	)	$	(762,841	)
Management fee		409,677			825,270
Brokerage commissions		8			8
Net realized gain (loss)		(5,907,842	)		23,190,233
Change in net unrealized appreciation/depreciation		36,572,797			47,323,358
Net income (loss)	$	30,273,369		$	69,750,750

-210-

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	425,855,952		$	661,009,190
NAV end of period	$	553,925,429		$	978,987,907
Percentage change in NAV		30.1	%		48.1	%
Shares outstanding beginning of period		27,050,028			17,850,028
Shares outstanding end of period		27,600,028			16,650,028
Percentage change in shares outstanding		2.0	%		(6.7	)%
Shares created		3,000,000			1,000,000
Shares redeemed		2,450,000			2,200,000
Per share NAV beginning of period	$	15.74		$	37.03
Per share NAV end of period	$	20.07		$	58.80
Percentage change in per share NAV		27.5	%		58.8	%
Percentage change in benchmark		15.0	%		28.0	%
Benchmark annualized volatility		33.4	%		28.3	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 27,050,028 outstanding shares at June 30, 2013 to 27,600,028 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV also resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 was offset by a decrease from 17,850,028 outstanding Shares at June 30, 2012 to 16,650,028 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV increase of 27.5% for the three months ended September 30, 2013, as compared to the increase of 58.8% for the three months ended September 30, 2012, was primarily due to a lesser appreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on August 28, 2013 at $26.58 per Share and reached its low for the period on July 9, 2013 at $16.11 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 14, 2012 at $59.23 per Share and reached its low for the period on July 12, 2012 at $35.76 per Share.

-211-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(1,265,741	)	$	(1,659,417	)
Management fee		1,317,246			1,795,410
Brokerage commissions		8			9
Net realized gain (loss)		28,405,829			159,543,868
Change in net unrealized appreciation/depreciation		96,493,783			205,654,329
Net income (loss)	$	123,633,871		$	363,538,780

The Fund’s net income decreased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a lesser increase in the price of spot silver in U.S. Dollar terms during the three months ended September 30, 2013.

ProShares Ultra Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, the Fund’s results of operations for the period ended September 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and from commencement of investment operations to September 30, 2012:


	Three Months Ended September 30, 2013			Period Ended September 30, 2012
NAV beginning of period	$	3,283,396		$	200
NAV end of period	$	3,429,398		$	4,089,373
Percentage change in NAV		4.4	%		2,044,586.5	%
Shares outstanding beginning of period		100,005			5
Shares outstanding end of period		100,005			100,005
Percentage change in shares outstanding		0.0	%		2,000,000.0	%
Shares created		—			100,000
Shares redeemed		—			—
Per share NAV beginning of period	$	32.83		$	40.00
Per share NAV end of period	$	34.29		$	40.89
Percentage change in per share NAV		4.4	%		2.2	%
Percentage change in benchmark		2.0	%		0.6	%
Benchmark annualized volatility		12.1	%		8.6	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 June 30, 2013 to September 30, 2013. By comparison, during the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 30, 2012 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar

For the three months ended September 30, 2013 and the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV increase of 4.4% for the three months ended September 30, 2013, as compared to the increase of 2.2% for the period ended September 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

-212-

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on September 18, 2013 at $35.56 per Share and reached its low for the period on August 2, 2013 at $31.10 per Share. By comparison, during the period ended September 30, 2012, the Fund’s per Share NAV reached its high for the period September 14, 2012 at $42.25 per Share and reached its low for the period on September 5, 2012 at $39.29 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and from commencement of investment operations to September 30, 2012:


	Three Months Ended September 30, 2013			Period Ended September 30, 2012
Net investment income (loss)	$	(8,041	)	$	(7,953	)
Management fee		6,535			—
Brokerage commissions		394			556
Offering costs		2,926			8,537
Limitation by Sponsor		(1,572	)		(522	)
Net realized gain (loss)		(123,121	)		99,029
Change in net unrealized appreciation/depreciation		277,164			(1,903	)
Net income (loss)	$	146,002		$	89,173

The Fund’s net income increased for the three months ended September 30, 2013, as compared to the period ended September 30, 2012, primarily due to a greater rise in the value of the Australian Dollar versus the U.S. Dollar during the three month ended September 30, 2013.

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	3,521,494		$	5,659,156
NAV end of period	$	2,525,460		$	5,802,471
Percentage change in NAV		(28.3	)%		2.5	%
Shares outstanding beginning of period		150,014			250,014
Shares outstanding end of period		100,014			250,014
Percentage change in shares outstanding		(33.3	)%		0.0	%
Shares created		—			—
Shares redeemed		50,000			—
Per share NAV beginning of period	$	23.47		$	22.64
Per share NAV end of period	$	25.25		$	23.21
Percentage change in per share NAV		7.6	%		2.5	%
Percentage change in benchmark		3.9	%		1.6	%
Benchmark annualized volatility		7.6	%		9.0	%

-213-

During the three months ended September 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 150,014 outstanding Shares at June 30, 2013 to 100,014 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 June 30, 2012 to September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV increase of 7.6% for the three months ended September 30, 2013, as compared to the increase of 2.5% for the three months ended September 30, 2012, was primarily due to a greater increase in the value of the assets held by the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on September 19, 2013 at $25.25 per Share and reached its low for the period on July 9, 2013 at $22.64 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period September 14, 2012 at $24.20 per Share and reached its low for the period on July 24, 2012 at $20.56 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(8,123	)	$	(12,208	)
Management fee		8,494			13,183
Net realized gain (loss)		41,114			55,099
Change in net unrealized appreciation/depreciation		227,594			100,424
Net income (loss)	$	260,585		$	143,315

The Fund’s net income increased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a greater increase in the value of the Euro versus the U.S. Dollar during the three months ended September 30, 2013.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	3,183,279		$	5,024,268
NAV end of period	$	3,221,062		$	5,249,866
Percentage change in NAV		1.2	%		4.5	%
Shares outstanding beginning of period		150,014			150,014
Shares outstanding end of period		150,014			150,014

-214-


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Percentage change in shares outstanding		0 .0	%		0 .0	%
Shares created		—			—
Shares redeemed		—			—
Per share NAV beginning of period	$	21.22		$	33.49
Per share NAV end of period	$	21.47		$	35.00
Percentage change in per share NAV		1.2	%		4.5	%
Percentage change in benchmark		0.9	%		2.5	%
Benchmark annualized volatility		11.5	%		6.1	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2013 to September 30, 2013. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2012 to September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV increase of 1.2% for the three months ended September 30, 2013, as compared to the increase of 4.5% for the three months ended September 30, 2012, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on August 9, 2013 at $22.50 per Share and reached its low for the period on July 5, 2013 at $20.37 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 13, 2012 at $35.47 per Share and reached its low for the period on July 5, 2012 at $33.52 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(7,357	)	$	(11,359	)
Management fee		7,652			12,368
Net realized gain (loss)		(20,236	)		90,137
Change in net unrealized appreciation/depreciation		65,376			146,820
Net income (loss)	$	37,783		$	225,598

-215-

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	174,808,019		$	137,638,067
NAV end of period	$	167,085,628		$	165,803,550
Percentage change in NAV		(4.4	)%		20.5	%
Shares outstanding beginning of period		3,124,812			860,001
Shares outstanding end of period		4,224,812			1,745,001
Percentage change in shares outstanding		35.2	%		102.9	%
Shares created		2,900,000			2,245,000
Shares redeemed		1,800,000			1,360,000
Per share NAV beginning of period	$	55.94		$	160.04
Per share NAV end of period	$	39.55		$	95.02
Percentage change in per share NAV		(29.3	)%		(40.6	)%
Percentage change in benchmark		(28.9	)%		(40.6	)%
Benchmark annualized volatility		40.8	%		64.1	%

During the three months ended September 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 3,124,812 outstanding Shares at June 30, 2013 to 4,224,812 outstanding Shares at September 30, 2013. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 860,001 outstanding Shares at June 30, 2012 to 1,745,001 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 the daily performance of its benchmark. The Fund’s per Share NAV decrease of 29.3% for the three months ended September 30, 2013, as compared to the decrease of 40.6% for the three months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on July 1, 2013 at $54.66 per Share and reached its low for the period on September 18, 2013 at $36.35 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $158.59 per Share and reached its low for the period on September 24, 2012 at $91.92 per Share.

The benchmark’s decline of 28.9% for the three months ended September 30, 2013, as compared to the benchmark’s decline of 40.6% for the three months ended September 30, 2012, can be attributed to a lesser decline in prices of the near-term futures contracts on the VIX futures curve during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(354,687	)	$	(293,913	)
Management fee		365,398			315,055
Net realized gain (loss)		(58,621,766	)		(85,612,284	)
Change in net unrealized appreciation/depreciation		1,991,315			13,016,490
Net income (loss)	$	(56,985,138	)	$	(72,889,707	)

-216-

The Fund’s net income increased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a lesser decline in the Fund’s benchmark during the three months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares VIX Short-Term Futures ETF.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	72,133,381		$	85,305,861
NAV end of period	$	96,765,151		$	100,655,318
Percentage change in NAV		34.1	%		18.0	%
Shares outstanding beginning of period		2,550,005			1,550,005
Shares outstanding end of period		4,175,005			2,425,005
Percentage change in shares outstanding		63.7	%		56.5	%
Shares created		2,500,000			975,000
Shares redeemed		875,000			100,000
Per share NAV beginning of period	$	28.29		$	55.04
Per share NAV end of period	$	23.18		$	41.51
Percentage change in per share NAV		(18.1	)%		(24.6	)%
Percentage change in benchmark		(17.9	)%		(24.4	)%
Benchmark annualized volatility		24.3	%		25.9	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 2,550,005 outstanding Shares at June 30, 2013 to 4,175,005 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 1,550,005 outstanding Shares at June 30, 2012 to 2,425,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.1% for the three months ended September 30, 2013, as compared to the decrease of 24.6% for the three months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on July 2, 2013 at $28.05 per Share and reached its low for the period on September 18, 2013 at $22.11 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period July 2, 2012 at $53.90 per Share and reached its low for the period on September 27, 2012 at $41.30 per Share.

The benchmark’s decline of 17.9% for the three months ended September 30, 2013, as compared to the benchmark’s decline of 24.4% for the three months ended September 30, 2012, can be attributed to a lesser decline in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended September 30, 2013.

-217-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(165,692	)	$	(189,842	)
Management fee		172,413			202,688
Net realized gain (loss)		(6,927,757	)		(19,925,541	)
Change in net unrealized appreciation/depreciation		(6,309,282	)		(7,588,632	)
Net income (loss)	$	(13,402,731	)	$	(27,704,015	)

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	215,235,917		$	299,133,075
NAV end of period	$	286,200,633		$	193,256,492
Percentage change in NAV		33.0	%		(35.4	)%
Shares outstanding beginning of period		2,989,557			310,915
Shares outstanding end of period		8,289,557			635,915
Percentage change in shares outstanding		177.3	%		104.5	%
Shares created		11,050,000			639,000
Shares redeemed		5,750,000			314,000
Per share NAV beginning of period	$	72.00		$	962.11
Per share NAV end of period	$	34.53		$	303.90
Percentage change in per share NAV		(52.0	)%		(68.4	)%
Percentage change in benchmark		(28.9	)%		(40.6	)%
Benchmark annualized volatility		40.8	%		64.1	%

During the three months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 2,989,557 outstanding Shares at June 30, 2013 to 8,289,557 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 310,915 outstanding Shares at June 30, 2012 to 635,915 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 52.0% for the three months ended September 30, 2013, as compared to the decrease of 68.4% for the three months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended September 30, 2013.

-218-

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on July 1, 2013 at $68.70 per Share and reached its low for the period on September 18, 2013 at $29.28 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $920.02 per Share and reached its low for the period on September 24, 2012 at $288.50 per Share.

The benchmark’s decline of 28.9% for the three months ended September 30, 2013, as compared to the benchmark’s decline of 40.6% for the three months ended September 30, 2012, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(1,259,552	)	$	(1,045,175	)
Management fee		667,541			586,150
Brokerage commissions		602,808			462,005
Offering costs		—			19,313
Net realized gain (loss)		(197,361,289	)		(299,186,009	)
Change in net unrealized appreciation/depreciation		9,756,983			39,589,171
Net income (loss)	$	(188,863,858	)	$	(260,642,013	)

The Fund’s net income increased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a lesser decline in the fund’s benchmark during the three months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
NAV beginning of period	$	117,395,722		$	13,585,406
NAV end of period	$	94,516,078		$	54,441,724
Percentage change in NAV		(19.5	)%		300.7	%
Shares outstanding beginning of period		1,500,020			300,020
Shares outstanding end of period		900,020			800,020
Percentage change in shares outstanding		(40.0	)%		166.7	%
Shares created		750,000			4,400,000
Shares redeemed		1,350,000			3,900,000
Per share NAV beginning of period	$	78.26		$	45.28
Per share NAV end of period	$	105.02		$	68.05
Percentage change in per share NAV		34.2	%		50.3	%
Percentage change in benchmark		(28.9	)%		(40.6	)%
Benchmark annualized volatility		40.8	%		64.1	%

-219-

During the three months ended September 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 1,500,020 outstanding Shares at June 30, 2013 to 900,020 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 300,020 outstanding Shares at June 30, 2012 to 800,020 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 34.2% for the three months ended September 30, 2013, as compared to the increase of 50.3% for the three months ended September 30, 2012, was primarily due to lesser appreciation in the value of the assets of the fund during the three months ended September 30, 2013.

During the three months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on September 18, 2013 at $114.88 per Share and reached its low for the period on July 1, 2013 at $80.05 per Share. By comparison, during the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 24, 2012 at $71.25 per Share and reached its low for the period on July 24, 2012 at $44.11 per Share.

The benchmark’s decline of 28.9% for the three months ended September 30, 2013, as compared to the benchmark’s decline of 40.6% for the three months ended September 30, 2012, can be attributed to a lesser decline in prices of the near-term futures contracts on the VIX Futures curve during the three months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2013 and 2012:


	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012
Net investment income (loss)	$	(339,271	)	$	(123,735	)
Management fee		212,926			37,125
Brokerage commissions		132,363			71,818
Offering costs		—			19,314
Net realized gain (loss)		37,635,709			10,270,631
Change in net unrealized appreciation/depreciation		(2,813,145	)		(146,394	)
Net income (loss)	$	34,483,293		$	10,000,502

The Fund’s net income increased for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, primarily due to a decline in the Fund’s benchmark during the three months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares Short VIX Short-Term Futures ETF.

-220-

Results of Operations for the Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012

ProShares UltraShort DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	3,245,965		$	9,107,146
NAV end of period	$	3,746,428		$	2,881,496
Percentage change in NAV		15.4	%		(68.4	)%
Shares outstanding beginning of period		59,997			159,997
Shares outstanding end of period		59,997			59,997
Percentage change in shares outstanding		0.0	%		(62.5	)%
Shares created		—			—

Shares redeemed		—			100,000
Per share NAV beginning of period	$	54.10		$	56.92
Per share NAV end of period	$	62.44		$	48.03
Percentage change in per share NAV		15.4	%		(15.6	)%
Percentage change in benchmark		(8.6	)%		5.6	%
Benchmark annualized volatility		10.8	%		14.8	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index during the nine months ended September 30, 2013. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to September 30, 2013. By comparison, during the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 159,997 outstanding Shares at December 31, 2011 to 59,997 Shares at September 30, 2012. The decrease in the Fund’s NAV also 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.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 15.4% for the nine months ended September 30, 2013, as compared to the decrease of 15.6% for the nine months ended September 30, 2012, was primarily due to appreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on August 7, 2013 at $66.37 per Share and reached its low for the period on January 30, 2013 at $51.04 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on June 1, 2012 at $68.06 per Share and reached its low for the period on September 14, 2012 at $46.01 per Share.

The benchmark’s decline of 8.6% for the nine months ended September 30, 2013, as compared to the benchmark’s rise of 5.6% for the nine months ended September 30, 2012, can be attributed to depreciation of the underlying components of the index during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(23,250	)	$	(41,159	)
Management fee		24,901			43,386
Net realized gain (loss)		472,355			653,203
Change in net unrealized appreciation/depreciation		51,358			(684,049	)
Net income (loss)	$	500,463		$	(72,005	)

-221-

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a decrease in the Fund’s benchmark index from the nine months ended September 30, 2012 to the nine months ended September 30, 2013.

ProShares UltraShort DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	89,481,266		$	144,389,893
NAV end of period	$	442,461,028		$	116,516,762
Percentage change in NAV		394.5	%		(19.3	)%
Shares outstanding beginning of period		2,219,944			3,719,944
Shares outstanding end of period		14,619,944			2,869,944
Percentage change in shares outstanding		558.6	%		(22.8	)%
Shares created		22,350,000			5,250,000
Shares redeemed		9,950,000			6,100,000
Per share NAV beginning of period	$	40.31		$	38.82
Per share NAV end of period	$	30.26		$	40.60
Percentage change in per share NAV		(24.9	)%		4.6	%
Percentage change in benchmark		10.6	%		(9.8	)%
Benchmark annualized volatility		18.6	%		26.0	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 2,219,944 outstanding Shares at December 31, 2012 to 14,619,944 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM. By comparison, during the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 3,719,944 outstanding Shares at December 31, 2011 to 2,869,944 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 24.9% for the nine months ended September 30, 2013, as compared to the increase of 4.6% for the nine months ended September 30, 2012, was primarily due to depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on April 17, 2013 at $45.45 per Share and reached its low for the period on September 6, 2013 at $26.59 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on June 28, 2012 at $60.49 per Share and reached its low for the period on February 24, 2012 at $31.27 per Share.

The benchmark’s rise of 10.6% for the nine months ended September 30, 2013, as compared to the benchmark’s decline of 9.8% for the nine months ended September 30, 2012, can be attributed to an increase in the price of WTI Crude Oil during the nine months ended September 30, 2013.

-222-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(1,796,450	)	$	(846,352	)
Management fee		1,830,070			871,751
Brokerage commission		49,006			24,596
Net realized gain (loss)		(91,271,858	)		26,048,369
Change in net unrealized appreciation/depreciation		53,049,617			4,449,263
Net income (loss)	$	(40,018,691	)	$	29,651,280

The Fund’s net income decreased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to an increase in the price of WTI Crude Oil.

ProShares UltraShort DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	12,768,340		$	7,142,310
NAV end of period	$	16,035,027		$	13,282,921
Percentage change in NAV		25.6	%		86.0	%
Shares outstanding beginning of period		125,008			75,008
Shares outstanding end of period		174,952			150,008
Percentage change in shares outstanding		40.0	%		100.0	%
Shares created		387,500			212,500
Shares redeemed		337,556			137,500
Per share NAV beginning of period	$	102.14		$	95.22
Per share NAV end of period	$	91.65		$	88.55
Percentage change in per share NAV		(10.3	)%		(7.0	)%
Percentage change in benchmark		(5.4	)%		(21.9	)%
Benchmark annualized volatility		30.8	%		49.5	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 125,008 outstanding Shares at December 31, 2012 to 174,952 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. By comparison, during the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 75,008 outstanding Shares at December 31, 2011 to 150,008 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 10.3% for the nine months ended September 30, 2013, as compared to the decrease of 7.0% for the nine months ended September 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on January 9, 2013 at $116.81 per Share and reached its low for the period on April 19, 2013 at $59.27 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period April 19, 2012 at $245.67 per Share and reached its low for the period on July 30, 2012 at $88.10 per Share.

-223-

The benchmark’s decline of 5.4% for the nine months ended September 30, 2013, as compared to the benchmark’s decline of 21.9% for the nine months ended September 30, 2012, can be attributed to a lesser decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(166,191	)	$	(150,656	)
Management fee		137,353			39,735
Brokerage commission		36,055			52,462
Offering costs		—			63,342
Net realized gain (loss)		255,984			1,537,175
Change in net unrealized appreciation/depreciation		57,806			(4,182,367	)
Net income (loss)	$	147,599		$	(2,795,848	)

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a decrease in the price of Henry Hub Natural Gas in conjunction with an increase in shares outstanding during the nine months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split and the reverse Share split for the ProShares UltraShort DJ-UBS Natural Gas Fund.

ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	92,416,742		$	198,298,571
NAV end of period	$	145,113,410		$	92,790,217
Percentage change in NAV		57.0	%		(53.2	)%
Shares outstanding beginning of period		1,446,978			2,397,475
Shares outstanding end of period		1,646,978			1,647,475
Percentage change in shares outstanding		13.8	%		(31.3	)%
Shares created		1,750,000			—
Shares redeemed		1,550,000			750,000
Per share NAV beginning of period	$	63.87		$	82.71
Per share NAV end of period	$	88.11		$	56.32
Percentage change in per share NAV		38 .0	%		(31.9	)%
Percentage change in benchmark		(20.0	)%		16.0	%
Benchmark annualized volatility		22.5	%		18.1	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 1,446,978 outstanding Shares at December 31, 2012 to 1,646,978 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,397,475

-224-

outstanding Shares at December 31, 2011 to 1,647,475 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 38.0% for the nine months ended September 30, 2013, as compared to the decrease of 31.9% for the nine months ended September 30, 2012, was primarily due to appreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on June 28, 2013 at $114.11 per Share and reached its low for the period on January 2, 2013 at $61.07 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on May 30, 2012 at $77.48 per Share and reached its low for the period on September 21, 2012 at $55.89 per Share.

The benchmark’s decline of 20.0% for the nine months ended September 30, 2013, as compared to the benchmark’s rise of 16.0% for the nine months ended September 30, 2012, can be attributed to a decrease in the price of spot gold in U.S. Dollar terms during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(843,885	)	$	(902,170	)
Management fee		892,226			954,699
Brokerage commission		32			33
Net realized gain (loss)		39,766,657			(9,276,818	)
Change in net unrealized appreciation/depreciation		4,026,909			(42,564,515	)
Net income (loss)	$	42,949,681		$	(52,743,503	)

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a decrease in the price of spot gold in U.S. Dollar terms during the nine months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Gold Fund.

ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	100,656,703		$	246,813,921
NAV end of period	$	115,501,076		$	125,947,671
Percentage change in NAV		14.7	%		(49.0	)%
Shares outstanding beginning of period		1,958,489			3,218,874
Shares outstanding end of period		1,508,489			3,158,489

-225-


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Percentage change in shares outstanding		(23.0	)%		(1.9	)%
Shares created		3,050,000			5,660,000
Shares redeemed		3,500,000			5,720,385
Per share NAV beginning of period	$	51.40		$	76.68
Per share NAV end of period	$	76.57		$	39.88
Percentage change in per share NAV		49.0	%		(48.0	)%
Percentage change in benchmark		(27.6	)%		23.0	%
Benchmark annualized volatility		33.1	%		31.0	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse 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 was offset by a decrease from 1,958,489 outstanding Shares at December 31, 2012 to 1,508,489 outstanding Shares at September 30, 2013. By comparison, during the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 3,218,874 outstanding Shares at December 31, 2011 to 3,158,489 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 49.0% for the nine months ended September 30, 2013, as compared to the decrease of 48.0% for the nine months ended September 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on June 27, 2013 at $113.67 per Share and reached its low for the period on January 23, 2013 at $43.72 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $73.38 per Share and reached its low for the period on September 28, 2012 at $39.88 per Share.

The benchmark’s decline of 27.6% for the nine months ended September 30, 2013, as compared to the benchmark’s rise of 23.0% for the nine months ended September 30, 2012, can be attributed to a decrease in the price of spot silver in U.S. Dollar terms during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(712,063	)	$	(1,149,341	)
Management fee		759,657			1,219,073
Brokerage commission		32			33
Net realized gain (loss)		86,830,919			(27,207,003	)
Change in net unrealized appreciation/depreciation		(10,271,469	)		(57,610,147	)
Net income (loss)	$	75,847,387		$	(85,966,491	)

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a decrease in the price of spot silver in U.S. Dollar terms during the nine months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares UltraShort Silver Fund.

-226-

ProShares Short Euro

Since the Fund commenced investment operations on June 26, 2012, the Fund’s results of operations for the period ended September 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and from commencement of investment operations to September 30, 2012:


	Nine Months Ended September 30, 2013			Period Ended September 30, 2012
NAV beginning of period	$	3,763,040		$	200
NAV end of period	$	7,277,390		$	3,872,555
Percentage change in NAV		93.4	%		1,936,177.5	%
Shares outstanding beginning of period		100,005			5
Shares outstanding end of period		200,005			100,005
Percentage change in shares outstanding		100.0	%		2,000,000.0	%
Shares created		100,000			100,000
Shares redeemed		—			—
Per share NAV beginning of period	$	37.63		$	40.00
Per share NAV end of period	$	36.39		$	38.72
Percentage change in per share NAV		(3.3	)%		(3.2	)%
Percentage change in benchmark		2.5	%		2.9	%
Benchmark annualized volatility		8.0	%		9.4	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 100,005 outstanding Shares at December 31, 2012 to 200,005 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 26, 2012 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the nine months ended September 30, 2013 and the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation of over 0.99 the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.3% for the nine months ended September 30, 2013, as compared to the decrease of 3.2% for the period ended September 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $38.76 per Share and reached its low for the period on February 1, 2013 at $36.34 per Share. By comparison, during the period ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $41.33 per Share and reached its low for the period on September 14, 2012 at $37.95 per Share.

The benchmark’s rise of 2.5% for the nine months ended September 30, 2013, as compared to the benchmark’s rise of 2.9% for the period ended September 30, 2012, can be attributed to a lesser increase in the value of the Euro versus the U.S. Dollar during the nine months ended September 30, 2013.

-227-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and from commencement of investment operations to September 30, 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(33,006	)	$	(9,488	)
Management fee		16,573			—
Brokerage commission		517			197
Offering costs		45,511			10,896
Limitation by Sponsor		(28,232	)		(964	)
Net realized gain (loss)		(114,800	)		(104,556	)
Change in net unrealized appreciation/depreciation		(86,238	)		(13,601	)
Net income (loss)	$	(234,044	)	$	(127,645	)

The Fund’s net income decreased for the nine months ended September 30, 2013, as compared to the period ended September 30, 2012, primarily due to an increase in the value of the Euro versus the U.S. Dollar in conjunction with an increase in outstanding shares during the nine months ended September 30, 2013.

ProShares UltraShort Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of investment operations for the period ended September 30, 2012, may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and from commencement of investment operations to September 30, 2012.


	Nine Months Ended September 30, 2013			Period Ended September 30, 2012
NAV beginning of period	$	3,780,999		$	200
NAV end of period	$	23,978,227		$	3,870,326
Percentage change in NAV		534.2	%		1,935,063.0	%
Shares outstanding beginning of period		100,005			5
Shares outstanding end of period		550,005			100,005
Percentage change in shares outstanding		450.0	%		2,000,000.0	%
Shares created		450,000			100,000
Shares redeemed		—			—
Per share NAV beginning of period	$	37.81		$	40.00
Per share NAV end of period	$	43.60		$	38.70
Percentage change in per share NAV		15.3	%		(3.2	)%
Percentage change in benchmark		(10.3	)%		0.6	%
Benchmark annualized volatility		10.6	%		8.6	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 100,005 outstanding Shares at December 31, 2012 to 550,005 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. By comparison, during the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at December 31, 2011 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

For the nine months ended September 30, 2013 and the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 15.3% for the nine months ended September 30, 2013, as compared to the decrease of 3.2% for the period ended September 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

-228-

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on August 2, 2013 at $48.58 per Share and reached its low for the period on April 11, 2013 at $35.89 per Share. By comparison, during period ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 5, 2012 at $40.44 per Share and reached its low for the period on September 14, 2012 at $37.52 per Share.

The benchmark’s decline of 10.3% for the nine months ended September 30, 2013, as compared to the benchmark’s rise of 0.6% for the period ended September 30, 2012, can be attributed to a decrease in the value of the Australian Dollar versus the U.S. Dollar during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and from commencement of investment operations to September 30, 2012:


	Nine Months Ended September 30, 2013			Period Ended September 30, 2012
Net investment income (loss)	$	(98,659	)	$	(7,544	)
Management fee		47,611			—
Brokerage commission		7,836			605
Offering costs		47,870			8,537
Limitation by Sponsor		(1,259	)		(1,012	)
Net realized gain (loss)		2,294,668			(123,487	)
Change in net unrealized appreciation/depreciation		(551,893	)		1,157
Net income (loss)	$	1,644,116		$	(129,874	)

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the period ended September 30, 2012, primarily due to a decrease in the value of the Australian Dollar versus the U.S. Dollar during the nine months ended September 30, 2013.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	526,778,026		$	1,100,159,546
NAV end of period	$	456,760,044		$	770,862,313
Percentage change in NAV		(13.3	)%		(29.9	)%
Shares outstanding beginning of period		27,700,014			54,100,014
Shares outstanding end of period		25,750,014			38,300,014
Percentage change in shares outstanding		(7.0	)%		(29.2	)%
Shares created		6,250,000			12,100,000
Shares redeemed		8,200,000			27,900,000
Per share NAV beginning of period	$	19.02		$	20.34
Per share NAV end of period	$	17.74		$	20.13
Percentage change in per share NAV		(6.7	)%		(1.0	)%
Percentage change in benchmark		2.5	%		(0.7	)%
Benchmark annualized volatility		8.0	%		8.9	%

During the nine months ended September 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 27,700,014 outstanding Shares at December 31, 2012 to 25,750,014 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV also resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the nine months ended September 30, 2012, the decrease in the

-229-

Fund’s NAV resulted from a decrease from 54,100,014 outstanding Shares at December 31, 2011 to 38,300,014 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 6.7% for the nine months ended September 30, 2013, as compared to the per Share NAV decrease of 1.0% for the nine months ended September 30, 2012, was primarily due to a greater depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $20.16 per Share and reached its low for the period on February 1, 2013 at $17.72 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $22.94 per Share and reached its low for the period on February 24, 2012 at $18.67 per Share.

The benchmark’s rise of 2.5% for the nine months ended September 30, 2013, as compared to the benchmark’s decline of 0.7% for the nine months ended September 30, 2012, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(3,374,312	)	$	(5,986,513	)
Management fee		3,553,447			6,345,979
Net realized gain (loss)		(19,715,453	)		106,380,408
Change in net unrealized appreciation/depreciation		(12,790,424	)		(102,555,076	)
Net income (loss)	$	(35,880,189	)	$	(2,161,181	)

The Fund’s net income decreased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to an increase in the value of the Euro versus the U.S. Dollar for the nine months ended September 30, 2013.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	408,563,630		$	221,131,994
NAV end of period	$	463,282,138		$	249,828,407
Percentage change in NAV		13.4	%		13.0	%
Shares outstanding beginning of period		8,049,294			5,399,294
Shares outstanding end of period		7,449,294			6,049,294
Percentage change in shares outstanding		(7.5	)%		12.0	%
Shares created		4,300,000			3,750,000
Shares redeemed		4,900,000			3,100,000
Per share NAV beginning of period	$	50.76		$	40.96
Per share NAV end of period	$	62.19		$	41.30
Percentage change in per share NAV		22.5	%		0.8	%
Percentage change in benchmark		(11.8	)%		(1.4	)%
Benchmark annualized volatility		13.4	%		7.8	%

-230-

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 7,449,294 outstanding Shares at September 30, 2013. By comparison, during the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 5,399,294 outstanding Shares at December 31, 2011 to 6,049,294 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 22.5% for the nine months ended September 30, 2013, as compared to the increase of 0.8% for the nine months ended September 30, 2012, was primarily due to a greater appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on May 17, 2013 at $70.23 per Share and reached its low for the period on January 8, 2013 at $51.09 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on March 14, 2012 at $48.20 per Share and reached its low for the period on February 2, 2012 at $40.08 per Share.

The benchmark’s decline of 11.8% for the nine months ended September 30, 2013, as compared to the benchmark’s decline of 1.4% for the nine months ended September 30, 2012, can be attributed to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(3,278,808	)	$	(1,594,712	)
Management fee		3,450,237			1,699,389
Net realized gain (loss)		139,337,127			5,697,040
Change in net unrealized appreciation/depreciation		(50,643,634	)		1,730,121
Net income (loss)	$	85,414,685		$	5,832,449

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the nine months ended September 30, 2013.

-231-

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	6,097,211		$	9,058,529
NAV end of period	$	3,991,828		$	8,400,978
Percentage change in NAV		(34.5	)%		(7.3	)%
Shares outstanding beginning of period		250,014			350,014
Shares outstanding end of period		200,014			300,014
Percentage change in shares outstanding		(20.0	)%		(14.3	)%
Shares created		—			—
Shares redeemed		50,000			50,000
Per share NAV beginning of period	$	24.39		$	25.88
Per share NAV end of period	$	19.96		$	28.00
Percentage change in per share NAV		(18.2	)%		8.2	%
Percentage change in benchmark		(8.6	)%		5.6	%
Benchmark annualized volatility		10.8	%		14.8	%

During the nine months ended September 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 250,014 outstanding shares at December 31, 2012 to 200,014 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS Commodity Index. By comparison, during the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 350,014 outstanding Shares at December 31, 2011 to 300,014 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS Commodity Index.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.2% for the nine months ended September 30, 2013, as compared to the increase of 8.2% for the nine months ended September 30, 2012, was primarily due to depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on January 30, 2013 at $25.72 per Share and reached its low for the period on August 7, 2013 at $18.99 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 14, 2012 at $29.39 per Share and reached its low for the period on June 1, 2012 at $20.71 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(30,577	)	$	(59,565	)
Management fee		32,386			62,966
Net realized gain (loss)		(868,012	)		(234,507	)
Change in net unrealized appreciation/depreciation		68,819			975,248
Net income (loss)	$	(829,770	)	$	681,176

The Fund’s net income decreased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a decrease in the Fund’s benchmark index from the nine months ended September 30, 2012 to the nine months ended September 30, 2013.

-232-

ProShares Ultra DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	483,508,964		$	251,395,322
NAV end of period	$	137,074,786		$	381,973,929
Percentage change in NAV		(71.7	)%		51.9	%
Shares outstanding beginning of period		16,449,170			6,149,170
Shares outstanding end of period		3,949,170			12,199,170
Percentage change in shares outstanding		(76.0	)%		98.4	%
Shares created		7,700,000			19,300,000
Shares redeemed		20,200,000			13,250,000
Per share NAV beginning of period	$	29.39		$	40.88
Per share NAV end of period	$	34.71		$	31.31
Percentage change in per share NAV		18.1	%		(23.4	)%
Percentage change in benchmark		10.6	%		(9.8	)%
Benchmark annualized volatility		18.6	%		26.0	%

During the nine months ended September 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 16,449,170 outstanding Shares at December 31, 2012 to 3,949,170 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM. By comparison, during the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 6,149,170 outstanding Shares at December 31, 2011 to 12,199,170 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex^SM.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV increase of 18.1% for the nine months ended September 30, 2013, as compared to the decrease of 23.4% for the nine months ended September 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on September 6, 2013 at $39.87 per Share and reached its low for the period on April 17, 2013 at $25.06 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 19, 2012 at $49.25 per Share and reached its low for the period on June 28, 2012 at $23.36 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(1,830,880	)	$	(2,192,481	)
Management fee		1,902,343			2,267,600
Brokerage commission		44,268			51,677
Net realized gain (loss)		140,898,148			(3,016,491	)
Change in net unrealized appreciation/depreciation		(69,016,005	)		(7,228,443	)
Net income (loss)	$	70,051,263		$	(12,437,415	)

-233-

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to an increase in the price of WTI Crude Oil during the nine months ended September 30, 2013.

ProShares Ultra DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	73,019,370		$	4,079,349
NAV end of period	$	94,189,168		$	67,505,640
Percentage change in NAV		29.0	%		1,554.8	%
Shares outstanding beginning of period		1,869,941			40,002
Shares outstanding end of period		2,919,941			1,319,941
Percentage change in shares outstanding		56.2	%		3,199.7	%
Shares created		3,750,000			2,080,000
Shares redeemed		2,700,000			800,061
Per share NAV beginning of period	$	39.05		$	101.98
Per share NAV end of period	$	32.26		$	51.14
Percentage change in per share NAV		(17.4	)%		(49.8	)%
Percentage change in benchmark		(5.4	)%		(21.9	)%
Benchmark annualized volatility		30.8	%		49.5	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 1,869,941 outstanding Shares at December 31, 2012 to 2,919,941 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM. By comparison, nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 40,002 outstanding Shares at December 31, 2011 to 1,319,941 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the Dow Jones-UBS Natural Gas Subindex^SM.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 17.4% for the nine months ended September 30, 2013, as compared to the decrease of 49.8% for the nine months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on April 19, 2013 at $59.32 per Share and reached its low for the period on August 9, 2013 at $29.45 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 4, 2012 at $109.49 per Share and reached its low for the period on April 19, 2012 at $29.42 per Share.

-234-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(523,698	)	$	(396,107	)
Management fee		458,553			260,956
Brokerage commission		87,565			90,703
Offering costs		—			63,342
Net realized gain (loss)		415,531			(5,781,054	)
Change in net unrealized appreciation/depreciation		7,251,831			13,596,155
Net income (loss)	$	7,143,664		$	7,418,994

The Fund’s net income decreased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a lesser decrease in the price of Henry Hub Natural Gas in conjunction with capital shares transactions during the nine months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra DJ-UBS Natural Gas Fund.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	335,054,752		$	326,399,360
NAV end of period	$	172,546,283		$	388,689,908
Percentage change in NAV		(48.5	)%		19.1	%
Shares outstanding beginning of period		4,000,014			4,300,014
Shares outstanding end of period		3,400,014			4,000,014
Percentage change in shares outstanding		(15.0	)%		(7.0	)%
Shares created		550,000			500,000
Shares redeemed		1,150,000			800,000
Per share NAV beginning of period	$	83.76		$	75.91
Per share NAV end of period	$	50.75		$	97.17
Percentage change in per share NAV		(39.4	)%		28.0	%
Percentage change in benchmark		(20.0	)%		16.0	%
Benchmark annualized volatility		22.5	%		18.1	%

During the nine months ended September 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 4,000,014 outstanding Shares at December 31, 2012 to 3,400,014 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 4,300,014 outstanding Shares at December 31, 2011 to 4,000,014 outstanding Shares at September 30, 2012.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 39.4% for the nine months ended September 30, 2013, as compared to the increase of 28.0% for the nine months ended September 30, 2012, was primarily due to the depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

-235-

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on January 2, 2013 at $87.40 per Share and reached its low for the period on June 28, 2013 at $41.68 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on February 28, 2012 at $101.40 per Share and reached its low for the period on May 30, 2012 at $74.51 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(1,573,347	)	$	(2,395,141	)
Management fee		1,692,282			2,546,445
Brokerage commission		32			33
Net realized gain (loss)		(124,323,199	)		(27,070,473	)
Change in net unrealized appreciation/depreciation		(1,525,551	)		111,573,251
Net income (loss)	$	(127,422,097	)	$	82,107,637

The Fund’s net income decreased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a decrease in the price of spot gold in U.S. Dollar terms during the nine months ended September 30, 2013.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	747,725,400		$	606,824,420
NAV end of period	$	553,925,429		$	978,987,907
Percentage change in NAV		(25.9	)%		61.3	%
Shares outstanding beginning of period		17,400,028			14,050,028
Shares outstanding end of period		27,600,028			16,650,028
Percentage change in shares outstanding		58.6	%		18.5	%
Shares created		13,550,000			6,800,000
Shares redeemed		3,350,000			4,200,000
Per share NAV beginning of period	$	42.97		$	43.19
Per share NAV end of period	$	20.07		$	58.80
Percentage change in per share NAV		(53.3	)%		36.1	%
Percentage change in benchmark		(27.6	)%		23.0	%
Benchmark annualized volatility		33.1	%		31.0	%

-236-

the Fund’s NAV was offset by an increase from 17,400,028 outstanding Shares at December 31, 2012 to 27,600,028 outstanding Shares at September 30, 2013. By comparison, during the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 14,050,028 outstanding Shares at December 31, 2011 to 16,650,028 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 53.3% for the nine months ended September 30, 2013, as compared to the increase of 36.1% for the nine months ended September 30, 2012, was primarily due to depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on January 23, 2013 at $49.39 per Share and reached its low for the period on June 27, 2013 at $15.33 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on February 29, 2012 at $73.52 per Share and reached its low for the period on July 12, 2012 at $35.76 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(4,096,782	)	$	(5,103,531	)
Management fee		4,410,160			5,416,759
Brokerage commission		28			38
Net realized gain (loss)		(509,870,331	)		(51,740,204	)
Change in net unrealized appreciation/depreciation		65,645,670			269,727,476
Net income (loss)	$	(448,321,443	)	$	212,883,741

The Fund’s net income decreased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a decrease in the price of spot silver in U.S. Dollar terms during the nine months ended September 30, 2013.

ProShares Ultra Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the period ended September 30, 2012, may not be meaningful.

-237-

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and from commencement of investment operations to September 30, 2012:


	Nine Months Ended September 30, 2013			Period Ended September 30, 2012
NAV beginning of period	$	4,150,068		$	200
NAV end of period	$	3,429,398		$	4,089,373
Percentage change in NAV		(17.4	)%		2,044,586.5	%
Shares outstanding beginning of period		100,005			5
Shares outstanding end of period		100,005			100,005
Percentage change in shares outstanding		0.0	%		2,000,000.0	%
Shares created		—			100,000
Shares redeemed		—			—
Per share NAV beginning of period	$	41.50		$	40.00
Per share NAV end of period	$	34.29		$	40.89
Percentage change in per share NAV		(17.4	)%		2.2	%
Percentage change in benchmark		(10.3	)%		0.6	%
Benchmark annualized volatility		10.6	%		8.6	%

During the nine months ended September 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 September 30, 2013. By comparison, during the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at December 31, 2011 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 17.4% for the nine months ended September 30, 2013, as compared to the increase of 2.2% for the nine months ended September 30, 2012, was primarily due to a depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on April 11, 2013 at $43.27 per Share and reached its low for the period on August 2, 2013 at $31.10 per Share. By comparison, during the period ended September 30, 2012, the Fund’s per Share NAV reached its high for the period September 14, 2012 at $42.25 per Share and reached its low for the period on September 5, 2012 at $39.29 per Share

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and from commencement of investment operations to September 30, 2012:


	Nine Months Ended September 30, 2013			Period Ended September 30, 2012
Net investment income (loss)	$	(26,628	)	$	(7,953	)
Management fee		6,535			—
Brokerage commission		1,171			556
Offering costs		47,870			8,537
Limitation by Sponsor		(27,636	)		(522	)
Net realized gain (loss)		(863,011	)		99,029
Change in net unrealized appreciation/depreciation		168,969			(1,903	)
Net income (loss)	$	(720,670	)	$	89,173

The Fund’s net income decreased for the nine months ended September 30, 2013, as compared to the period ended September 30, 2012, primarily due to a decrease in the value of the Australian Dollar versus the U.S. Dollar during the nine months ended September 30, 2013.

-238-

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	4,870,316		$	9,554,748
NAV end of period	$	2,525,460		$	5,802,471
Percentage change in NAV		(48.1	)%		(39.3	)%
Shares outstanding beginning of period		200,014			400,014
Shares outstanding end of period		100,014			250,014
Percentage change in shares outstanding		(50.0	)%		(37.5	)%
Shares created		—			50,000
Shares redeemed		100,000			200,000
Per share NAV beginning of period	$	24.35		$	23.89
Per share NAV end of period	$	25.25		$	23.21
Percentage change in per share NAV		3.7	%		(2.8	)%
Percentage change in benchmark		2.5	%		(0.7	)%
Benchmark annualized volatility		8.0	%		8.9	%

During the nine months ended September 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 200,014 outstanding Shares at December 31, 2012 to 100,014 outstanding Shares at September 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 400,014 outstanding Shares at December 31, 2011 to 250,014 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV increase of 3.7% for the nine months ended September 30, 2013, as compared to the decrease of 2.8% for the nine months ended September 30, 2012, was primarily due to an increase in the value of the assets held by the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on February 1, 2013 at $26.03 per Share and reached its low for the period on July 9, 2013 at $22.64 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on February 24, 2012 at $25.78 per Share and reached its low for the period on July 24, 2012 at $20.56 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(26,990	)	$	(49,451	)
Management fee		28,458			52,001
Net realized gain (loss)		12,752			(811,656	)
Change in net unrealized appreciation/depreciation		103,308			741,030
Net income (loss)	$	89,070		$	(120,077	)

-239-

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to an increase in the value of the Euro versus the U.S. Dollar during the nine months ended September 30, 2013.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	4,227,995		$	5,471,075
NAV end of period	$	3,221,062		$	5,249,866
Percentage change in NAV		(23.8	)%		(4.0	)%
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	$	21.47		$	35.00
Percentage change in per share NAV		(23.8	)%		(4.0	)%
Percentage change in benchmark		(11.8	)%		(1.4	)%
Benchmark annualized volatility		13.4	%		7.8	%

During the nine months ended September 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to September 30, 2013. By comparison, during the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2011 to September 30, 2012.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 23.8% for the nine months ended September 30, 2013, as compared to the decrease of 4.0% for the nine months ended September 30, 2012, was primarily due to a greater depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on January 8, 2013 at $27.97 per Share and reached its low for the period on May 17, 2013 at $19.65 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on February 2, 2012 at $37.15 per Share and reached its low for the period on March 14, 2012 at $30.68 per Share.

-240-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(24,644	)	$	(34,134	)
Management fee		26,182			36,387
Net realized gain (loss)		(1,694,755	)		(131,031	)
Change in net unrealized appreciation/depreciation		569,644			(56,044	)
Net income (loss)	$	(1,149,755	)	$	(221,209	)

The Fund’s net income decreased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the nine months ended September 30, 2013.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	137,657,464		$	30,549,903
NAV end of period	$	167,085,628		$	165,803,550
Percentage change in NAV		21.4	%		442.7	%
Shares outstanding beginning of period		1,640,001			80,001
Shares outstanding end of period		4,224,812			1,745,001
Percentage change in shares outstanding		157.6	%		2,081.2	%
Shares created		8,170,000			4,145,000
Shares redeemed		5,585,189			2,480,000
Per share NAV beginning of period	$	83.94		$	381.87
Per share NAV end of period	$	39.55		$	95.02
Percentage change in per share NAV		(52.9	)%		(75.1	)%
Percentage change in benchmark		(52.8	)%		(75.0	)%
Benchmark annualized volatility		60.3	%		72.7	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 1,640,001 outstanding Shares at December 31, 2012 to 4,224,812 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 80,001 outstanding Shares at December 31, 2011 to 1,745,001 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 the daily performance of its benchmark. The Fund’s per Share NAV decrease of 52.9% for the nine months ended September 30, 2013, as compared to the decrease of 75.1% for the nine months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

-241-

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $76.11 per Share and reached its low for the period on September 18, 2013 at $36.35 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $358.13 per Share and reached its low for the period on September 24, 2012 at $91.92 per Share.

The benchmark’s decline of 52.8% for the nine months ended September 30, 2013, as compared to the benchmark’s decline of 75.0% for the nine months ended September 30, 2012, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(1,117,258	)	$	(741,943	)
Management fee		1,171,508			788,072
Offering costs		—			1,090
Net realized gain (loss)		(102,871,341	)		(137,705,361	)
Change in net unrealized appreciation/depreciation		3,439,893			(3,292,785	)
Net income (loss)	$	(100,548,706	)	$	(141,740,089	)

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to the lesser decline in the Fund’s benchmark during the nine months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares VIX Short-Term Futures ETF.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	37,302,992		$	90,821,428
NAV end of period	$	96,765,151		$	100,655,318
Percentage change in NAV		159.4	%		10.8	%
Shares outstanding beginning of period		1,075,005			1,225,005
Shares outstanding end of period		4,175,005			2,425,005
Percentage change in shares outstanding		288.4	%		98.0	%
Shares created		5,200,000			1,900,000
Shares redeemed		2,100,000			700,000
Per share NAV beginning of period	$	34.70		$	74.14
Per share NAV end of period	$	23.18		$	41.51
Percentage change in per share NAV		(33.2	)%		(44.0	)%
Percentage change in benchmark		(32.8	)%		(43.8	)%
Benchmark annualized volatility		25.8	%		32.3	%

-242-

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 1,075,005 outstanding Shares at December 31, 2012 to 4,175,005 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. By comparison, during the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 1,225,005 outstanding Shares at December 31, 2011 to 2,425,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 the daily performance of its benchmark. The Fund’s per Share NAV decrease of 33.2% for the nine months ended September 30, 2013, as compared to the decrease of 44.0% for the nine months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $32.37 per Share and reached its low for the period on September 18, 2013 at $22.11 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $71.93 per Share and reached its low for the period on September 27, 2012 at $41.30 per Share.

The benchmark’s decline of 32.8% for the nine months ended September 30, 2013, as compared to the benchmark’s decline of 43.8% for the nine months ended September 30, 2012, can be attributed to a lesser decline in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(389,961	)	$	(603,705	)
Management fee		410,433			634,119
Offering costs		—			682
Net realized gain (loss)		(19,673,532	)		(45,671,021	)
Change in net unrealized appreciation/depreciation		738,490			(7,604,889	)
Net income (loss)	$	(19,325,003	)	$	(53,879,615	)

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a lesser decline in the Fund’s benchmark during the nine months ended September 30, 2013.

-243-

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	84,716,132		$	9,881,113
NAV end of period	$	286,200,633		$	193,256,492
Percentage change in NAV		237.8	%		1,855.8	%
Shares outstanding beginning of period		420,808			1,333
Shares outstanding end of period		8,289,557			635,915
Percentage change in shares outstanding		1,869.9	%		47,605.6	%
Shares created		24,400,000			1,183,750
Shares redeemed		16,531,251			549,168
Per share NAV beginning of period	$	201.32		$	7,412.69
Per share NAV end of period	$	34.53		$	303.90
Percentage change in per share NAV		(82.9	)%		(95.9	)%
Percentage change in benchmark		(52.8	)%		(75.0	)%
Benchmark annualized volatility		60.3	%		72.7	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from an increase from 420,808 outstanding Shares at December 31, 2012 to 8,289,557 outstanding Shares at September 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 1,333 outstanding Shares at December 31, 2011 to 635,915 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 to 2x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 82.9% for the nine months ended September 30, 2013, as compared to the decrease of 95.9% for the nine months ended September 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $163.06 per Share and reached its low for the period on September 18, 2013 at $29.28 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $6490.23 per Share and reached its low for the period on September 24, 2012 at $288.50 per Share.

The benchmark’s decline of 52.8% for the nine months ended September 30, 2013, as compared to the benchmark’s decline of 75.0% for the nine months ended September 30, 2012, can be attributed to a lesser decrease in the prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(3,722,756	)	$	(2,320,003	)
Management fee		1,944,995			1,216,603
Brokerage commission		1,824,624			1,074,133
Offering costs		—			69,341
Net realized gain (loss)		(302,267,308	)		(477,910,745	)
Change in net unrealized appreciation/depreciation		10,639,956			(19,834,311	)
Net income (loss)	$	(295,350,108	)	$	(500,065,059	)

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a lesser decline in the fund’s benchmark during the nine months ended September 30, 2013.

-244-

*	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 nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
NAV beginning of period	$	82,663,633		$	7,760,424
NAV end of period	$	94,516,078		$	54,441,724
Percentage change in NAV		14.3	%		601.5	%
Shares outstanding beginning of period		1,250,020			300,020
Shares outstanding end of period		900,020			800,020
Percentage change in shares outstanding		(28.0	)%		166.7	%
Shares created		4,600,000			9,100,000
Shares redeemed		4,950,000			8,600,000
Per share NAV beginning of period	$	66.13		$	25.87
Per share NAV end of period	$	105.02		$	68.05
Percentage change in per share NAV		58.8	%		163.1	%
Percentage change in benchmark		(52.8	)%		(75.0	)%
Benchmark annualized volatility		60.3	%		72.7	%

During the nine months ended September 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. The increase in the Fund’s NAV was offset by a decrease from 1,250,020 outstanding Shares at December 31, 2012 to 900,020 outstanding Shares at September 30, 2013. By comparison, during the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 300,020 outstanding Shares at December 31, 2011 to 800,020 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation of over 0.99 the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 58.8% for the nine months ended September 30, 2013, as compared to the increase of 163.1% for the nine months ended September 30, 2012, was primarily due to a lesser appreciation in the value of the assets of the fund during the nine months ended September 30, 2013.

During the nine months ended September 30, 2013, the Fund’s per Share NAV reached its high for the period on September 18, 2013 at $114.88 per Share and reached its low for the period on June 24, 2013 at $71.01 per Share. By comparison, during the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 24, 2012 at $71.25 per Share and reached its low for the period on January 3, 2012 at $27.48 per Share.

The benchmark’s decline of 52.8% for the nine months ended September 30, 2013, as compared to the benchmark’s decline of 75.0% for the nine months ended September 30, 2012, can be attributed to a lesser decrease in the prices of the near-term futures contracts on the VIX Futures curve during the nine months ended September 30, 2013.

-245-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2013 and 2012:


	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
Net investment income (loss)	$	(848,890	)	$	(273,418	)
Management fee		535,989			73,103
Brokerage commission		335,552			139,690
Offering costs		—			69,342
Net realized gain (loss)		58,712,909			14,347,729
Change in net unrealized appreciation/depreciation		(2,063,561	)		439,952
Net income (loss)	$	55,800,458		$	14,514,263

The Fund’s net income increased for the nine months ended September 30, 2013, as compared to the nine months ended September 30, 2012, primarily due to a decline in the Fund’s benchmark during the nine months ended September 30, 2013.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares Short VIX Short-Term Futures ETF.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Since ProShares UltraShort Australian Dollar and ProShares Ultra Australian Dollar commenced investment operations on July 17, 2012 and ProShares Short Euro commenced investment operations on June 26, 2012, comparisons of positions in certain Financial Instruments held by each of ProShares UltraShort Australian Dollar, ProShares Ultra Australian Dollar and ProShares Short Euro for the nine months ended September 30, 2012 may not be meaningful.

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 September 30, 2013 and 2012, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares UltraShort DJ-UBS Commodity:

As of September 30, 2013 and 2012, the ProShares UltraShort DJ-UBS Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s short swap positions as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Swap Agreements as of September 30, 2013


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index	Deutsche Bank AG	Short	$	127.1103	$	(2,645,772	)
Dow Jones-UBS Commodity Index	Goldman Sachs International	Short		127.1103		(3,749,305	)
Dow Jones-UBS Commodity Index	UBS AG	Short		127.1103		(1,095,198	)

-246-

Swap Agreements as of September 30, 2012


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS Commodity Index	Goldman Sachs International	Short	$	148.5061	$	(4,448,127	)
Dow Jones-UBS Commodity Index	UBS AG	Short		148.5061		(1,319,410	)

The September 30, 2013 and 2012 short swap notional values are calculated by multiplying units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2013 (the “Form 10-K”), for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort DJ-UBS Crude Oil:

As of September 30, 2013 and 2012, the ProShares UltraShort DJ-UBS Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS WTI Crude Oil Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)	Short	November 2013		3,779	$	102.33		1,000	$	(386,705,070	)

Swap Agreements as of September 30, 2013


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS WTI Crude Oil Sub-index	Deutsche Bank AG	Short	$	253.0597	$	(138,285,284	)
Dow Jones-UBS WTI Crude Oil Sub-index	Goldman Sachs International	Short		235.0597		(141,900,040	)
Dow Jones-UBS WTI Crude Oil Sub-index	Societe Generale S.A.	Short		235.0597		(85,110,010	)
Dow Jones-UBS WTI Crude Oil Sub-index	UBS AG	Short		235.0597		(132,930,537	)

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)	Short	November 2012		899	$	92.19		1,000	$	(82,878,810	)

-247-

Swap Agreements as of September 30, 2012


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Dow Jones-UBS WTI Crude Oil Subindex	Goldman Sachs International	Short	$	233.9973	$	(60,694,381	)
Dow Jones-UBS WTI Crude Oil Subindex	Societe Generale S.A.	Short		233.9973		(54,129,361	)
Dow Jones-UBS WTI Crude Oil Subindex	UBS AG	Short		233.9973		(35,377,663	)

The September 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2013 and 2012 short swap notional values are calculated by multiplying the number of units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “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 September 30, 2013 and 2012, the ProShares UltraShort DJ-UBS Natural Gas Fund was exposed to inverse commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Natural Gas (NYMEX)	Short	November 2013		901	$	3.56		10,000	$	(32,075,600	)

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Natural Gas (NYMEX)	Short	November 2012		800	$	3.32		10,000	$	(26,560,000	)

The September 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net

-248-

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 September 30, 2013 and 2012, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Short	December 2013		2	$	1,327.00		100	$	(265,400	)

Forward Agreements as of September 30, 2013


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Deutsche Bank AG	Short	$	1,326.53	$	(161,438,701	)
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short	$	1,326.53	$	(78,262,617	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,326.53		(39,795,900	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,326.53		(10,413,261	)

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Short	December 2012		2	$	1,773.90		100	$	(354,780	)

Forward Agreements as of September 30, 2012


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Deutsche Bank AG	Short	$	1,776.20	$	(119,717,228	)
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short		1,776.20		(24,153,040	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,776.20		(26,110,434	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,776.20		(15,186,681	)

The September 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2013 and 2012 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and

-249-

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 September 30, 2013 and 2012, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	December 2013		2	$	21.708		5,000	$	(217,080	)

Forward Agreements as of September 30, 2013


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Deutsche Bank AG	Short	$	21.6828	$	(118,539,868	)
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short		21.6828		(65,406,166	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		21.6828		(37,923,217	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		21.6828		(8,911,631	)

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	December 2012		2	$	34.577		5,000	$	(345,770	)

Forward Agreements as of September 30, 2012


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Deutsche Bank AG	Short	$	34.6566	$	(95,201,680	)
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short		34.6566		(46,318,546	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		34.6566		(59,540,039	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		34.6566		(50,494,666	)

The September 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2013 and 2012 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with (decreases) increases in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer

-250-

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 September 30, 2013 and 2012, the ProShares Ultra DJ-UBS Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s swap positions as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Swap Agreements as of September 30, 2013

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

Dow Jones-UBS Commodity Index

Deutsche Bank AG

Long

127.1103

2,467,834

Dow Jones-UBS Commodity Index

Goldman Sachs International

Long

127.1103

3,803,041

Dow Jones-UBS Commodity Index

UBS AG

Long

127.1103

1,697,422

Swap Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

Dow Jones-UBS Commodity Index

Goldman Sachs International

Long

148.5061

11,686,812

Dow Jones-UBS Commodity Index

UBS AG

Long

148.5061

5,108,198

The September 30, 2013 and 2012 swap notional values are calculated by multiplying units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Crude Oil:

As of September 30, 2013 and 2012, the ProShares Ultra DJ-UBS Crude Oil Fund was exposed to commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS WTI Crude Oil Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

WTI Crude Oil (NYMEX)

Long

November 2013

1,093

102.33

1,000

111,846,690

-251-

Swap Agreements as of September 30, 2013

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

Dow Jones-UBS WTI Crude Oil Subindex

Deutsche Bank AG

Long

253.0597

46,973,928

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs
International

Long

253.0597

45,742,000

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale S.A.

Long

253.0597

25,106,915

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG

Long

253.0597

44,514,417

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

WTI Crude Oil (NYMEX)

Long

November 2012

3,087

92.19

1,000

284,590,530

Swap Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs
International

Long

233.9973

184,858,973

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale S.A

Long

233.9973

148,481,998

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG

Long

233.9973

146,064,844

The September 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2013 and 2012 swap notional values are calculated by multiplying the number of units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Natural Gas:

As of September 30, 2013 and 2012, the ProShares Ultra DJ-UBS Natural Gas Fund was exposed to commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Natural Gas (NYMEX)

Long

November 2013

5,291

3.56

10,000

188,359,600

-252-

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Natural Gas (NYMEX)

Long

November 2012

4,067

3.32

10,000

135,024,400

The September 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract, 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 September 30, 2013 and 2012, the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Gold Futures (COMEX)

Long

December 2013

1,327.00

100

265,400

Forward Agreements as of September 30, 2013

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional
Amount at
Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG

Long

1,326.53

188,632,566

0.995 Fine Troy Ounce Gold

Goldman Sachs
International

Long

1,326.53

88,373,429

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,326.53

46,295,897

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,326.53

21,489,786

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Gold Futures (COMEX)

Long

December 2012

1,773.90

100

354,780

-253-

Forward Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional
Amount at
Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG

Long

1,776.20

130,552,170

0.995 Fine Troy Ounce Gold

Goldman Sachs
International

Long

1,776.20

210,162,350

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,776.20

211,014,936

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,776.20

225,224,696

The September 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2013 and 2012 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information 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 September 30, 2013 and 2012, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Silver Futures (COMEX)

Long

December 2013

21.708

5,000

217,080

Forward Agreements as of September 30, 2013

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional
Amount at
Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG

Long

21.6828

600,570,194

0.999 Fine Troy Ounce Silver

Goldman Sachs
International

Long

21.6828

266,325,496

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

21.6828

177,105,110

0.999 Fine Troy Ounce Silver

UBS AG

Long

21.6828

63,639,018

-254-

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Silver Futures (COMEX)

Long

December 2012

34.577

5,000

345,770

Forward Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional
Amount at
Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG

Long

34.6566

118,179,006

0.999 Fine Troy Ounce Silver

Goldman Sachs
International

Long

34.6566

662,661,917

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

34.6566

746,745,760

0.999 Fine Troy Ounce Silver

UBS AG

Long

34.6566

430,088,406

The September 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2013 and 2012 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of September 30, 2013 and 2012, each of the Currency Fund’s positions were as follows:

ProShares Short Euro:

As of September 30, 2013 and 2012, the ProShares Short Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Euro Fx Currency Futures (CME)	Short	December 2013		43	$	1.3527		125,000	$	(7,270,763	)

-255-

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Euro Fx Currency Futures (CME)

Short

December 2012

1.2862

125,000

3,858,600

The September 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares UltraShort Australian Dollar:

As of September 30, 2013 and 2012, 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 September 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Australian Dollar Fx Currency Futures (CME)	Short	December 2013		519	$	92.79		1,000	$	(48,158,010	)

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Australian Dollar Fx Currency Futures (CME)

Short

December 2012

103.03

1,000

7,727,250

The September 30, 2013 and 2012 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.

-256-

ProShares UltraShort Euro:

As of September 30, 2013 and 2012, the ProShares UltraShort Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2013


Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	10/04/13		59,619,300			1.3528	$	80,653,379
Euro	UBS AG	Long	10/04/13		44,376,200			1.3528		60,032,413
Euro	Goldman Sachs International	Short	10/04/13		(395,033,825	)		1.3528		(534,404,339	)
Euro	UBS AG	Short	10/04/13		(385,179,200	)		1.3528		(521,072,938	)

Foreign Currency Forward Contracts as of September 30, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	10/05/12		121,663,800			1.2852	$	156,366,739
Euro	UBS AG	Long	10/05/12		146,354,700			1.2852		188,100,383
Euro	Goldman Sachs International	Short	10/05/12		(700,644,925	)		1.2852		(900,494,334	)
Euro	UBS AG	Short	10/05/12		(767,109,200	)		1.2852		(985,916,637	)

The September 30, 2013 and 2012 USD market values equal the number of Euros multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over 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 September 30, 2013 and 2012, the ProShares UltraShort Yen Fund was exposed to inverse exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2013


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/04/13		10,842,832,400			0.010173	$	110,305,446
Yen	UBS AG	Long	10/04/13		4,202,410,900			0.010173		42,751,635
Yen	Goldman Sachs International	Short	10/04/13		(56,007,835,200	)		0.010173		(569,774,484	)
Yen	UBS AG	Short	10/04/13		(50,043,376,200	)		0.010173		(509,097,321	)

-257-

Foreign Currency Forward Contracts as of September 30, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/05/12		2,209,153,600			0.012817	$	28,315,328
Yen	UBS AG	Long	10/05/12		1,869,997,800			0.012817		23,968,275
Yen	Goldman Sachs International	Short	10/05/12		(16,016,951,000	)		0.012817		(205,293,657	)
Yen	UBS AG	Short	10/05/12		(27,086,156,900	)		0.012817		(347,170,708	)

The September 30, 2013 and 2012 USD market values equal the number of Yen multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Australian Dollar:

As of September 30, 2013 and 2012, 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 September 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2013

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Australian Dollar Fx Currency Futures (CME)

Long

December 2013

92.79

1,000

6,866,460

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

Australian Dollar Fx Currency Futures (CME)

Long

December 2012

103.03

1,000

8,139,370

-258-

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 September 30, 2013 and 2012, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2013


Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	10/04/13		1,573,025			1.3528	$	2,127,999
Euro	UBS AG	Long	10/04/13		4,058,700			1.3528		5,490,636
Euro	Goldman Sachs International	Short	10/04/13		(1,867,300	)		1.3528		(2,526,096	)
Euro	UBS AG	Short	10/04/13		(38,400	)		1.3528		(51,948	)

Foreign Currency Forward Contracts as of September 30, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date	Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long	10/05/12		3,181,525			1.2852	$	4,089,012
Euro	UBS AG	Long	10/05/12		6,105,000			1.2852		7,846,368
Euro	Goldman Sachs International	Short	10/05/12		(179,800	)		1.2852		(231,086	)
Euro	UBS AG	Short	10/05/12		(77,600	)		1.2852		(99,734	)

The September 30, 2013 and 2012 USD market value equals the number of Euros multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Euro for every $1.00 of net assets. 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.

-259-

ProShares Ultra Yen:

As of September 30, 2013 and 2012, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2013


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/04/13		317,266,000			0.010173	$	3,227,585
Yen	UBS AG	Long	10/04/13		339,056,000			0.010173		3,449,258
Yen	Goldman Sachs International	Short	10/04/13		(18,973,500	)		0.010173		(193,020	)
Yen	UBS AG	Short	10/04/13		(3,870,100	)		0.010173		(39,371	)

Foreign Currency Forward Contracts as of September 30, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date	Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long	10/05/12		387,568,100			0.012817	$	4,967,567
Yen	UBS AG	Long	10/05/12		453,633,300			0.012817		5,814,342
Yen	Goldman Sachs International	Short	10/05/12		(6,526,600	)		0.012817		(83,653	)
Yen	UBS AG	Short	10/05/12		(15,729,000	)		0.012817		(201,603	)

The September 30, 2013 and 2012 USD market values equal the number of Yen multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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 September 30, 2013 and 2012, each of the VIX Funds’ positions were as follows:

ProShares VIX Short-Term Futures ETF

As of September 30, 2013 and 2012, the ProShares VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of September 30, 2013 and 2012, which were sensitive to equity market volatility risk.

-260-

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts	Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	October 2013	5,549	$	16.20		1,000	$	89,893,800
VIX Futures (CBOE)	Long	November 2013	4,540		16.90		1,000		76,726,000

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	October 2012		5,861	$	16.40		1,000	$	96,120,400
VIX Futures (CBOE)	Long	November 2012		3,904		18.05		1,000		70,467,200

The September 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares VIX Mid-Term Futures ETF

As of September 30, 2013 and 2012, the ProShares VIX Mid-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of September 30, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	January 2014		943	$	18.05		1,000	$	17,021,150
VIX Futures (CBOE)	Long	February 2014		1,715	$	18.65		1,000	$	31,984,750
VIX Futures (CBOE)	Long	March 2014		1,716		19.10		1,000		32,775,600
VIX Futures (CBOE)	Long	April 2014		772		19.40		1,000		14,976,800

-261-

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	January 2013		890	$	20.90		1,000	$	18,601,000
VIX Futures (CBOE)	Long	February 2013		1,484		22.15		1,000		32,870,600
VIX Futures (CBOE)	Long	March 2013		1,484		23.35		1,000		34,651,400
VIX Futures (CBOE)	Long	April 2013		593		24.50		1,000		14,528,500

The September 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Ultra VIX Short-Term Futures ETF

As of September 30, 2013 and 2012, the ProShares Ultra VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts and its holding of swap agreements linked to the S&P 500 VIX Short-Term Futures Index. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	October 2013		19,039	$	16.20		1,000	$	308,431,800
VIX Futures (CBOE)	Long	November 2013		15,586		16.90		1,000		263,403,400

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	October 2012		13,083	$	16.40		1,000	$	214,561,200
VIX Futures (CBOE)	Long	November 2012		8,723		18.05		1,000		157,450,150

Swap Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Index
Close

Notional
Amount at Value

S&P 500 VIX Short-Term Futures Index

Societe Generale

S.A

Long

3,233.77

15,386,719

-262-

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 September 30, 2013 and 2012, the ProShares Short VIX Short-Term Futures ETF Fund was exposed to inverse equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of September 30, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of September 30, 2013


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Short	October 2013		3,153	$	16.20		1,000	$	(51,078,600	)
VIX Futures (CBOE)	Short	November 2013		2,585		16.90		1,000		(43,686,500	)

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Short	October 2012		1,908	$	16.40		1,000	$	(31,291,200	)
VIX Futures (CBOE)	Short	November 2012		1,267		18.05		1,000		(22,869,350	)

The September 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

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

-263-

and expenses), both over a single day and over time, that match the performance of a benchmark. The Geared Funds do not seek to achieve these stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by two or negative two. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

Primary Market Risk Exposure

The primary market risks that the Funds are exposed to depend on each Fund’s investment objective and corresponding benchmark. For example, the primary market risk that the ProShares UltraShort DJ-UBS Crude Oil and the ProShares Ultra DJ-UBS Crude Oil Funds are exposed to are inverse and direct exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Dow Jones-UBS Commodity Index and its sub-indexes are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

As described above in Item 2 of this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Commodity Price Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an Ultra Fund.

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

-264-

and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Currency Funds, several factors may affect the value of the foreign currencies or the U.S. Dollar, and, in turn, the Financial Instruments and other assets, if any, owned by a Fund. The impact of changes in the price of a currency will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of a currency will negatively impact the daily performance of Shares of a Short Fund or an UltraShort Fund and daily decreases in the price of a currency will negatively impact the daily performance of Shares of an Ultra Fund.

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each VIX Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. Several factors may affect the price and/or liquidity of VIX futures contracts and other assets, if any, owned by a VIX Fund. The impact of changes in the price of these assets will affect investors differently depending upon the Fund in which investors invest.

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective (-1x, -2x, or 2x), regardless of market direction or sentiment. At the close of the relevant markets each trading day (see NAV calculation times), each Fund will seek to position its portfolio so that its exposure to its benchmark is consistent with its investment objective. As described above in Item 2 of this Quarterly Report on Form 10-Q, these adjustments are done through the use of various Financial Instruments. No attempt is made to adjust market exposure in order to avoid changes to the benchmark that would cause the Funds to lose value. Factors common to all Funds that may require portfolio re-positioning are create/redeem activity and index rebalances.

For Geared Funds, the impact of the Index’s movements during the day also affects whether the Fund’s portfolio needs to be re-positioned. For example, if the Index for an Ultra Fund has risen on a given day, net assets of the Fund should rise. As a result, the Fund’s long exposure will need to be increased to the extent there are not offsetting factors such as redemption activity. Conversely, if the Index has fallen on a given day, net assets of an Ultra Fund should fall. As a result, the Fund’s long exposure will generally need to be decreased. Net assets for Short Funds, UltraShort Funds will generally decrease when the Index rises on a given day. As a result, the Fund’s short exposure may need to be decreased. Conversely, if the Index has fallen on a given day, a Short Fund’s, an UltraShort Fund’s assets should rise. As a result, the Fund’s short exposure may need to be increased.

The use of certain Financial Instruments introduces counterparty risk. A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments entered into by the Fund. A Fund may be negatively impacted if a counterparty fails to perform its obligations. Each Fund intends to enter into swap and forward agreements only with major global financial institutions that meet certain credit quality standards 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).

-265-

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 September 30, 2013, including providing reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the Trust and the Funds is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Trust as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended September 30, 2013, that have materially affected, or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.

Certifications

The certifications by the Principal Executive Officer and Principal Financial Officer of the Trust required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed or furnished as exhibits to this Quarterly Report on Form 10-Q, apply both to the Trust taken as a whole and each Fund, and the Principal Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.

-266-

Part II. OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

Except as noted below, there has not been a material change to the Risk Factors previously disclosed in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 1, 2013, as amended.

If a Commodity Index Fund establishes its positions through the use of sampling, such Fund may experience additional tracking error.

Tracking error is the difference between the performance of an index tracking fund and its applicable benchmark index. While each Commodity Index Fund seeks to provide investment results that correspond (before fees and expenses) to the performance of, or a multiple, the inverse or an inverse multiple of the daily performance of its corresponding index, as applicable, it is possible that tracking error may increase because of the differences between the proportion of exposure Financial Instruments held by a Commodity Index have to components included in the applicable benchmark index and the proportional weight that such components carry within the index.

A Commodity Index may obtain exposure through Financial Instruments to a representative sample of the components in its underlying index, which have aggregate characteristics similar to those of the underlying index. This “sampling” process typically involves selecting a representative sample of components in an index principally to enhance liquidity and reduce transaction costs while seeking to maintain high correlation with, and similar aggregate characteristics (e.g., underlying commodities and valuations) to, the underlying index. In addition, a Commodity Index Fund may obtain exposure to components not included in its underlying index, invest in assets that are not included in the underlying index or may overweight or underweight certain components contained in the underlying index. Index tracking funds that use sampling may experience greater tracking error than index tracking funds that fully replicate an underlying index by obtaining exposure on a proportionate basis to all components of that index.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

None.

(b)

The Trust initially registered Shares on its Registration Statement on Form S-1 (No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (No. 333-156888), which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all registered Shares and re-allocated the remaining amount of the registered Shares among the Funds listed on its Registration Statement on Form S-3 (No. 333-163511), which became effective on December 4, 2009. It then registered additional Shares and/or added Funds pursuant to post-effective amendments to that Registration Statement on Form S-3, which became effective on May 28, 2010, November 5, 2010, December 23, 2010 and April 13, 2011, as well as on a Registration Statement on Form S-1 (No. 333-178707), which became effective on June 25, 2012. On June 26, 2012, a post-effective amendment to the Registration Statement on Form S-3 (No. 333-163511) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil and terminated the offerings for certain publicly offered Funds and certain Funds that had never been publicly offered. New offerings for those Funds that had been publicly offered were registered on an accompanying Registration Statement on Form S-1 (No. 333-176878), which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on Form S-1 (No. 333-183672) was declared effective, which registered additional Shares for ProShares Ultra VIX Short-Term Futures ETF, ProShares VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF. This registration statement (No. 333-183672) was a combined prospectus and acted as a post-effective amendment to the Form S-1 (No. 333-176878). On September 27, 2012, a Registration Statement on Form S-3 (No. 333-183674) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil and ProShares UltraShort Euro. This registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-163511). On September 28, 2012, a post-effective amendment to a Registration Statement on Form S-1 (333-178707) was declared effective, terminating the proposed offerings of several unlaunched currency funds. On January 30, 2013, a Registration Statement on Form S-1 (No. 333-185288) was declared effective. That registration statement, which registered additional Shares to ProShares Short VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statements (File Nos. 333-183672 and 333-178707). Also, on January 30, 2013, a Registration Statement on Form S-3 (File No. 333-185289) was declared effective. That registration statement, which registered additional Shares to ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort Euro, ProShares Ultra VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statement (No. 333-193672) and Form S-3 Registration Statement (No. 333-183674). On April 24, 2013, a post-effective amendment to the Form S-1 Registration Statement (333-185288) was declared effective, terminating the registered but unlaunched offerings related to: ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy. On April 29, 2013, a Registration Statement on Form S-3 (333-187820) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares

-267-

UltraShort Euro, ProShares UltraShort Yen, ProShares UltraVIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-185289). On May 21, 2013, a Registration Statement on Form S-1 (333-188215) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Natural Gas, ProShares UltraShort DJ-UBS Natural Gas, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 (No. 333-185288). On July 30, 2013, a Registration Statement on Form S-3 (No. 333-189967) was declared effective, which registered additional Shares for ProShares DJ-UBS Crude Oil and ProShares UltraShort Yen and partially terminated registered and unissued Shares of ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro and ProShares VIX Short-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-187820). Thus, as of September 30, 2013, the Trust had two effective registration statements outstanding: 1) a Form S-1 Registration Statement (No. 333-188215); and 2) a Form S-3 Registration Statement (No. 333-189967).

Substantially all of the proceeds received by each Fund from the issuance and sale of Shares to Authorized Participants are used by each Fund to enter into Financial Instruments relating to that Fund’s benchmark in combination with cash or cash equivalents and/or U.S. Treasury Securities or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds and collateralized repurchase agreements) that may be used to collateralize swap agreements or forward contracts or deposited with FCMs as margin in connection with any futures transactions. Each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares, and each Matching VIX Fund continuously offers and redeems Shares in blocks of 25,000 Shares.


Title of Securities Registered	Amount Registered As of September 30, 2013		Shares Sold For the Three Months Ended September 30, 2013		Sale Price of Shares Sold For the Three Months Ended September 30, 2013
ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest¹	$	3,275,000,000		12,900,000	$	387,033,249
ProShares UltraShort DJ-UBS Natural Gas Common Units of Beneficial Interest	$	570,000,000		50,000	$	4,055,648
ProShares UltraShort Gold Common Units of Beneficial Interest	$	1,000,000,000		550,000	$	50,022,858
ProShares UltraShort Silver Common Units of Beneficial Interest¹	$	2,700,000,000		1,550,000	$	125,090,215
ProShares Short Euro Common Units of Beneficial Interest	$	200,000,000		100,000	$	3,748,394
ProShares UltraShort Australian Dollar Common Units of Beneficial Interest	$	200,000,000		50,000	$	2,307,300
ProShares UltraShort Euro Common Units of Beneficial Interest¹	$	2,753,506,872		1,400,000	$	25,972,358
ProShares UltraShort Yen Common Units of Beneficial Interest¹	$	1,800,000,000		100,000	$	6,400,972
ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest	$	300,000,000		—	$	—
ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest¹	$	4,408,246,073		1,000,000	$	36,524,456
ProShares Ultra DJ-UBS Natural Gas Common Units of Beneficial Interest	$	680,000,000		2,100,000	$	70,000,461
ProShares Ultra Gold Common Units of Beneficial Interest	$	1,000,000,000		350,000	$	18,127,975
ProShares Ultra Silver Common Units of Beneficial Interest¹	$	3,300,000,000		3,000,000	$	61,310,060
ProShares Ultra Australian Dollar Common Units of Beneficial Interest	$	200,000,000		—	$	—
ProShares Ultra Euro Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares Ultra Yen Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest¹	$	3,250,000,000		2,900,000	$	125,078,484
ProShares VIX Mid-Term Futures ETF Common Units of Beneficial Interest	$	1,300,000,000		2,500,000	$	59,118,174
ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	8,000,000,000		11,050,000	$	503,970,015
ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	2,750,000,000		750,000	$	77,434,700
Total:	$	39,186,752,945		40,350,000	$	1,556,195,319

-268-

(c) From July 1, 2013 to September 30, 2013, the number of Shares redeemed and average price per Share for each Fund were as follows:


Fund	Total Number of Shares Redeemed		Average Price Per Share
ProShares UltraShort DJ-UBS Commodity
07/01/13 to 07/31/13		—	$	—
08/01/13 to 08/30/13		—	$	—
09/01/13 to 09/30/13		—	$	—
ProShares UltraShort DJ-UBS Crude Oil
07/01/13 to 07/31/13		—	$	—
08/01/13 to 08/30/13		1,950,000	$	29.62
09/01/13 to 09/30/13		3,250,000	$	29.46
ProShares UltraShort DJ-UBS Natural Gas
07/01/13 to 07/31/13		50,000	$	86.22
08/01/13 to 08/30/13		—	$	—
09/01/13 to 09/30/13		50,000	$	91.76
ProShares UltraShort Gold
07/01/13 to 07/31/13		200,000	$	99.41
08/01/13 to 08/30/13		200,000	$	87.59
09/01/13 to 09/30/13		—	$	—
ProShares UltraShort Silver
07/01/13 to 07/31/13		250,000	$	101.14
08/01/13 to 08/30/13		250,000	$	82.04
09/01/13 to 09/30/13		300,000	$	71.31
ProShares Short Euro
07/01/13 to 07/31/13		—	$	—
08/01/13 to 08/30/13		—	$	—
09/01/13 to 09/30/13		—	$	—
ProShares UltraShort Australian Dollar
07/01/13 to 07/31/13		—	$	—
08/01/13 to 08/30/13		—	$	—
09/01/13 to 09/30/13		—	$	—
ProShares UltraShort Euro
07/01/13 to 07/31/13		500,000	$	19.41
08/01/13 to 08/30/13		950,000	$	18.21
09/01/13 to 09/30/13		600,000	$	18.38
ProShares UltraShort Yen
07/01/13 to 07/31/13		150,000	$	62.21
08/01/13 to 08/30/13		350,000	$	62.55
09/01/13 to 09/30/13		350,000	$	63.66
ProShares Ultra DJ-UBS Commodity
07/01/13 to 07/31/13		—	$	—
08/01/13 to 08/30/13		—	$	—
09/01/13 to 09/30/13		—	$	—
ProShares Ultra DJ-UBS Crude Oil
07/01/13 to 07/31/13		3,500,000	$	35.43
08/01/13 to 08/30/13		600,000	$	36.60
09/01/13 to 09/30/13		200,000	$	35.57
ProShares Ultra DJ-UBS Natural Gas
07/01/13 to 07/31/13		—	$	—
08/01/13 to 08/30/13		100,000	$	34.57
09/01/13 to 09/30/13		250,000	$	36.70
ProShares Ultra Gold
07/01/13 to 07/31/13		100,000	$	46.77
08/01/13 to 08/30/13		150,000	$	54.93
09/01/13 to 09/30/13		50,000	$	51.06
ProShares Ultra Silver
07/01/13 to 07/31/13		300,000	$	17.01
08/01/13 to 08/30/13		1,350,000	$	23.79
09/01/13 to 09/30/13		800,000	$	24.57
ProShares Ultra Australian Dollar
07/01/13 to 07/31/13		—	$	—
08/01/13 to 08/30/13		—	$	—
09/01/13 to 09/30/13		—	$	—
ProShares Ultra Euro
07/01/13 to 07/31/13		—	$	—
08/01/13 to 08/30/13		—	$	—
09/01/13 to 09/30/13		50,000	$	25.13
ProShares Ultra Yen
07/01/13 to 07/31/13		—	$	—
08/01/13 to 08/30/13		—	$	—
09/01/13 to 09/30/13		—	$	—
ProShares VIX Short-Term Futures ETF
07/01/13 to 07/31/13		450,000	$	45.67
08/01/13 to 08/30/13		825,000	$	42.31
09/01/13 to 09/30/13		525,000	$	38.78
ProShares VIX Mid-Term Futures ETF
07/01/13 to 07/31/13		275,000	$	25.25
08/01/13 to 08/30/13		150,000	$	24.78
09/01/13 to 09/30/13		450,000	$	23.16
ProShares Ultra VIX Short-Term Futures ETF
07/01/13 to 07/31/13		950,000	$	56.18
08/01/13 to 08/30/13		3,400,000	$	42.31
09/01/13 to 09/30/13		1,400,000	$	33.51
ProShares Short VIX Short-Term Futures ETF
07/01/13 to 07/31/13		750,000	$	91,80
08/01/13 to 08/30/13		250,000	$	109.62
09/01/13 to 09/30/13		350,000	$	110.13
Total:		26,625,000	$	40.33

-269-

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.

-270-

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: November 12, 2013

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial Officer

Date: November 12, 2013