ProShares Trust II - Quarter Report: 2015 March (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

for the quarterly period ended March 31, 2015.

¨	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.		148

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		178

Item 4. Controls and Procedures.		195

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.		196

Item 1A. Risk Factors.		196

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		196

Item 3. Defaults Upon Senior Securities.		200

Item 4. Mine Safety Disclosures.		200

Item 5. Other Information.		200

Item 6. Exhibits.		201

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 Managed Futures Strategy		2
ProShares VIX Short-Term Futures ETF		7
ProShares VIX Mid-Term Futures ETF		12
ProShares Short VIX Short-Term Futures ETF		17
ProShares Ultra VIX Short-Term Futures ETF		22
ProShares UltraShort Bloomberg Commodity		27
ProShares UltraShort Bloomberg Crude Oil		32
ProShares UltraShort Bloomberg Natural Gas		37
ProShares UltraShort Gold		42
ProShares UltraShort Silver		47
ProShares Short Euro		52
ProShares UltraShort Australian Dollar		57
ProShares UltraShort Euro		62
ProShares UltraShort Yen		67
ProShares Ultra Bloomberg Commodity		72
ProShares Ultra Bloomberg Crude Oil		77
ProShares Ultra Bloomberg Natural Gas		82
ProShares Ultra Gold		87
ProShares Ultra Silver		92
ProShares Ultra Australian Dollar		97
ProShares Ultra Euro		102
ProShares Ultra Yen		107
ProShares Trust II		112
Notes to Financial Statements		116

PROSHARES MANAGED FUTURES STRATEGY

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	8,302,902	$	6,135,185
Segregated cash balances with brokers for futures contracts		269,253		195,142
Receivable on open futures contracts		37,013		17,445
Offering costs (Note 5)		33,164		49,384
Limitation by Sponsor		11,008		9,474

Total assets		8,653,340		6,406,630

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		65,785		65,785

Total liabilities		65,785		65,785

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		8,587,555		6,340,845

Total liabilities and shareholders’ equity	$	8,653,340	$	6,406,630

Shares outstanding		400,010		300,010

Net asset value per share	$	21.47	$	21.14

Market value per share (Note 2)	$	21.50	$	21.28

See accompanying notes to financial statements.

PROSHARES MANAGED FUTURES STRATEGY

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Cocoa Futures - ICE, expires May 2015		16	$	431,840	$	(39,713	)
Cotton No. 2 Futures - ICE, expires May 2015		8		252,400		(633	)
Soybean Futures - CBT, expires May 2015		5		243,313		(3,244	)
US 10 YR Note Futures - CBT, expires June 2015		10		1,289,063		(1,594	)

					$	(45,184	)

Futures Contracts Sold††

Coffee ‘C’ Futures - ICE, expires May 2015		2	$	99,675	$	26,006
Copper Futures - COMEX, expires May 2015		4		274,000		(16,262	)
Copper Mini Futures - COMEX, expires May 2015		1		34,250		775
Corn Futures - CBT, expires May 2015		10		188,125		8,675
Natural Gas Futures - NYMEX, expires May 2015		6		158,400		9,950
Natural Gas Mini Futures - NYMEX, expires May 2015		2		13,200		1,200
NY Harbor ULSD Futures-NYMEX, May 2015		2		143,472		14,330
RBOB Gasoline Futures - NYMEX, expires May 2015		2		148,680		7,543
Silver Mini Futures - ICE, expires May 2015		8		132,784		4,544
Sugar #11 Futures - CBT, expires May 2015		13		173,701		34,600
Wheat Futures - CBT, expires May 2015		9		230,288		6,700
WTI Crude Oil Futures - NYMEX, expires May 2015		2		95,200		11,260
Australian Dollar Fx Currency Futures - CME, expires June 2015		5		379,050		9,500
British Pound Fx Currency Futures - CME, expires June 2015		7		649,119		15,419
Canadian Dollar Fx Currency Futures - CME, expires June 2015		5		394,600		7,000
Gold Mini Futures - ICE, expires June 2015		6		228,239		694
Euro Fx Currency Mini Futures - CME, expires June 2015		8		537,700		15,619
Lean Hogs Futures - CME, expires June 2015		8		242,560		15,910
Live Cattle Futures - CME, expires June 2015		6		365,580		(15,290	)
Japanese Yen Fx Currency Futures - CME, expires June 2015		4		417,300		850
Swiss Franc Fx Currency Futures - CME, expires June 2015		2		257,875		(200	)
US Treasury Long Bond Futures - CBT, expires June 2015		6		983,250		(30,406	)

					$	128,417

††	Cash collateral in the amount of $269,253 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


	Three months ended March 31, 2015
Investment Income
Interest	$	—
Expenses
Brokerage commissions		1,334
Offering costs		16,221
Limitation by Sponsor		(1,534	)

Total expenses		16,021

Net investment income (loss)		(16,021	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		119,252
Net realized gain (loss)		119,252

Change in net unrealized appreciation/depreciation on
Futures contracts		(21,094	)
Change in net unrealized appreciation/depreciation		(21,094	)

Net realized and unrealized gain (loss)		98,158

Net income (loss)	$	82,137

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

Weighted-average shares outstanding		370,010

*	Since the Fund commenced investment operations on October 1, 2014, the Statement of Operations for the three months ended March 31, 2014 has not been provided.

See accompanying notes to financial statements.

PROSHARES MANAGED FUTURES STRATEGY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	6,340,845

Addition of 200,000 shares		4,304,676
Redemption of 100,000 shares		(2,140,103	)

Net addition (redemption) of 100,000 shares		2,164,573

Net investment income (loss)		(16,021	)
Net realized gain (loss)		119,252
Change in net unrealized appreciation/depreciation		(21,094	)

Net income (loss)		82,137

Shareholders’ equity, at March 31, 2015	$	8,587,555

See accompanying notes to financial statements.

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


	Three months ended March 31, 2015
Cash flow from operating activities
Net income (loss)	$	82,137
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		(74,111	)
Decrease (Increase) in receivable on futures contracts		(19,568	)
Decrease (Increase) in Limitation by Sponsor		(1,534	)
Change in offering cost		16,220

Net cash provided by (used in) operating activities		3,144

Cash flow from financing activities
Proceeds from addition of shares		4,304,676
Payment on shares redeemed		(2,140,103	)

Net cash provided by (used in) financing activities		2,164,573

Net increase (decrease) in cash		2,167,717
Cash, beginning of period		6,135,185

Cash, end of period	$	8,302,902

*	Since the Fund commenced investment operations on October 1, 2014, the Statement of Cash Flows for the three months ended March 31, 2014 has not been provided.

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	2,165,472	$	1,694,791
Segregated cash balances with brokers for futures contracts		11,020,165		18,439,750
Short-term U.S. government and agency obligations (Note 3) (cost $131,183,329 and $82,086,464, respectively)		131,184,020		82,088,299
Receivable on open futures contracts		5,219,208		9,317,236

Total assets		149,588,865		111,540,076

Liabilities and shareholders’ equity
Liabilities
Management fee payable		101,356		80,751

Total liabilities		101,356		80,751

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		149,487,509		111,459,325

Total liabilities and shareholders’ equity	$	149,588,865	$	111,540,076

Shares outstanding		8,749,812		5,324,812

Net asset value per share	$	17.08	$	20.93

Market value per share (Note 2)	$	17.01	$	20.99

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(88% of shareholders’ equity)
U.S. Treasury Bills:
0.036% due 04/16/15	$	5,181,000	$	5,180,968
0.026% due 04/30/15		3,973,000		3,972,856
0.061% due 05/14/15		4,724,000		4,723,859
0.017% due 05/21/15		9,229,000		9,228,680
0.049% due 05/28/15		18,620,000		18,619,116
0.046% due 06/04/15		105,000		104,996
0.013% due 06/11/15		3,645,000		3,644,856
0.016% due 06/18/15		7,018,000		7,017,772
0.021% due 06/25/15†		8,833,000		8,832,792
0.024% due 07/02/15		12,954,000		12,953,006
0.039% due 07/09/15		3,121,000		3,120,828
0.036% due 07/16/15		11,521,000		11,519,812
0.043% due 07/23/15		10,365,000		10,363,861
0.035% due 07/30/15		907,000		906,879
0.057% due 08/06/15†		7,920,000		7,918,463
0.050% due 08/13/15†		23,080,000		23,075,276

Total short-term U.S. government and agency obligations (cost $131,183,329)			$	131,184,020

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires April 2015		4,166	$	67,801,650	$	(5,816,262	)
VIX Futures - CBOE, expires May 2015		4,594		81,888,050		710,151

					$	(5,106,111	)

†	All or partial amount pledged as collateral for futures contracts.

††	Cash collateral in the amount of $11,020,165 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	9,907		$	23,668

Expenses
Management fee		243,400			377,465
Brokerage commissions		40,979			—

Total expenses		284,379			377,465

Net investment income (loss)		(274,472	)		(353,797	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(8,978,330	)		15,779,707
Short-term U.S. government and agency obligations		2,154			6,606

Net realized gain (loss)		(8,976,176	)		15,786,313

Change in net unrealized appreciation/depreciation on
Futures contracts		(11,370,731	)		11,625,721
Short-term U.S. government and agency obligations		(1,144	)		(4,584	)

Change in net unrealized appreciation/depreciation		(11,371,875	)		11,621,137

Net realized and unrealized gain (loss)		(20,348,051	)		27,407,450

Net income (loss)	$	(20,622,523	)	$	27,053,653

Net income (loss) per weighted-average share	$	(3.51	)	$	4.41

Weighted-average shares outstanding		5,878,423			6,135,368

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	111,459,325

Addition of 4,575,000 shares		84,542,261
Redemption of 1,150,000 shares		(25,891,554	)

Net addition (redemption) of 3,425,000 shares		58,650,707

Net investment income (loss)		(274,472	)
Net realized gain (loss)		(8,976,176	)
Change in net unrealized appreciation/depreciation		(11,371,875	)

Net income (loss)		(20,622,523	)

Shareholders’ equity, at March 31, 2015	$	149,487,509

See accompanying notes to financial statements.

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(20,622,523	)	$	27,053,653
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		7,419,585			39,131,350
Net sale (purchase) of short-term U.S. government and agency obligations		(49,096,865	)		113,480,989
Change in unrealized appreciation/depreciation on investments		1,144			4,584
Decrease (Increase) in receivable on futures contracts		4,098,028			3,179,017
Increase (Decrease) in management fee payable		20,605			(122,678	)
Increase (Decrease) in payable on futures contracts		—			3,088,786

Net cash provided by (used in) operating activities		(58,180,026	)		185,815,701

Cash flow from financing activities
Proceeds from addition of shares		84,542,261			42,065,649
Payment on shares redeemed		(25,891,554	)		(230,347,582	)

Net cash provided by (used in) financing activities		58,650,707			(188,281,933	)

Net increase (decrease) in cash		470,681			(2,466,232	)
Cash, beginning of period		1,694,791			4,333,752

Cash, end of period	$	2,165,472		$	1,867,520

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	1,303,894	$	1,634,082
Segregated cash balances with brokers for futures contracts		2,134,050		1,906,950
Short-term U.S. government and agency obligations (Note 3) (cost $27,674,827 and $24,104,754, respectively)		27,675,412		24,105,906
Receivable on open futures contracts		321,319		1,783,328

Total assets		31,434,675		29,430,266

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		3,034,067		7,947,955
Management fee payable		21,578		22,736

Total liabilities		3,055,645		7,970,691

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		28,379,030		21,459,575

Total liabilities and shareholders’ equity	$	31,434,675	$	29,430,266

Shares outstanding		462,404		337,404

Net asset value per share	$	61.37	$	63.60

Market value per share (Note 2)	$	61.09	$	63.89

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(98% of shareholders’ equity)
U.S. Treasury Bills:
0.043% due 04/16/15	$	5,374,000	$	5,373,967
0.036% due 04/30/15		1,593,000		1,592,942
0.031% due 05/21/15		5,405,000		5,404,813
0.071% due 05/28/15		851,000		850,960
0.087% due 06/11/15		3,675,000		3,674,855
0.015% due 06/18/15		1,773,000		1,772,942
0.030% due 07/02/15		1,020,000		1,019,922
0.036% due 07/16/15		6,167,000		6,166,364
0.045% due 08/06/15†		1,819,000		1,818,647

Total short-term U.S. government and agency obligations (cost $27,674,827)			$	27,675,412

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires July 2015		235	$	4,388,625	$	(167,050	)
VIX Futures - CBOE, expires August 2015		497		9,380,875		(449,540	)
VIX Futures - CBOE, expires September 2015		497		9,529,975		57,125
VIX Futures - CBOE, expires October 2015		261		5,082,975		59,075

					$	(500,390	)

†	All or partial amount pledged as collateral for futures contracts.

††	Cash collateral in the amount of $2,134,050 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	2,714		$	5,328

Expenses
Management fee		58,236			115,336
Brokerage commissions		8,037			—

Total expenses		66,273			115,336

Net investment income (loss)		(63,559	)		(110,008	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		126,671			(5,397,902	)
Short-term U.S. government and agency obligations		1,238			483

Net realized gain (loss)		127,909			(5,397,419	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(761,055	)		2,889,479
Short-term U.S. government and agency obligations		(567	)		468

Change in net unrealized appreciation/depreciation		(761,622	)		2,889,947

Net realized and unrealized gain (loss)		(633,713	)		(2,507,472	)

Net income (loss)	$	(697,272	)	$	(2,617,480	)

Net income (loss) per weighted-average share (Note 1)	$	(1.59	)	$	(3.64	)

Weighted-average shares outstanding (Note 1)		437,682			718,126

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	21,459,575

Addition of 200,000 shares		12,344,563
Redemption of 75,000 shares		(4,727,836	)

Net addition (redemption) of 125,000 shares		7,616,727

Net investment income (loss)		(63,559	)
Net realized gain (loss)		127,909
Change in net unrealized appreciation/depreciation		(761,622	)

Net income (loss)		(697,272	)

Shareholders’ equity, at March 31, 2015	$	28,379,030

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(697,272	)	$	(2,617,480	)
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		(227,100	)		(675,210	)
Net sale (purchase) of short-term U.S. government and agency obligations		(3,570,073	)		(2,655,070	)
Change in unrealized appreciation/depreciation on investments		567			(468	)
Decrease (Increase) in receivable on futures contracts		1,462,009			100,734
Increase (Decrease) in management fee payable		(1,158	)		(3,141	)
Increase (Decrease) in payable on futures contracts		—			1,009,664

Net cash provided by (used in) operating activities		(3,033,027	)		(4,840,971	)

Cash flow from financing activities
Proceeds from addition of shares		12,344,563			21,263,524
Payment on shares redeemed		(9,641,724	)		(17,309,533	)

Net cash provided by (used in) financing activities		2,702,839			3,953,991

Net increase (decrease) in cash		(330,188	)		(886,980	)
Cash, beginning of period		1,634,082			1,906,397

Cash, end of period	$	1,303,894		$	1,019,417

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	4,143,193	$	9,122,219
Segregated cash balances with brokers for futures contracts		55,500,260		85,244,950
Short-term U.S. government and agency obligations (Note 3) (cost $222,916,842 and $446,972,637, respectively)		222,919,943		446,975,220

Total assets		282,563,396		541,342,389

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		3,358,781
Payable on open futures contracts		1,425,781		31,020,019
Management fee payable		286,643		407,465

Total liabilities		1,712,424		34,786,265

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		280,850,972		506,556,124

Total liabilities and shareholders’ equity	$	282,563,396	$	541,342,389

Shares outstanding		4,150,040		8,250,040

Net asset value per share	$	67.67	$	61.40

Market value per share (Note 2)	$	68.04	$	61.16

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(79% of shareholders’ equity)
U.S. Treasury Bills:
0.043% due 04/16/15	$	6,920,000	$	6,919,957
0.044% due 05/14/15		12,864,000		12,863,615
0.032% due 05/21/15		12,226,000		12,225,576
0.073% due 05/28/15		3,786,000		3,785,820
0.061% due 06/04/15		13,984,000		13,983,502
0.017% due 06/11/15		4,401,000		4,400,827
0.015% due 06/18/15		19,284,000		19,283,373
0.041% due 06/25/15†		25,966,000		25,965,387
0.022% due 07/02/15†		43,634,000		43,630,653
0.057% due 07/09/15†		16,047,000		16,046,118
0.028% due 07/16/15		21,796,000		21,793,753
0.047% due 07/23/15		4,213,000		4,212,537
0.030% due 07/30/15		20,999,000		20,996,201
0.061% due 08/06/15†		6,164,000		6,162,804
0.045% due 08/13/15†		10,652,000		10,649,820

Total short-term U.S. government and agency obligations (cost $222,916,842)			$	222,919,943

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires April 2015		7,729	$	125,789,475	$	8,591,734
VIX Futures - CBOE, expires May 2015		8,675		154,631,875		(1,599,750	)

					$	6,991,984

†	All or partial amount pledged as collateral for futures contracts.

††	Cash collateral in the amount of $55,500,260 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	29,929		$	24,205

Expenses
Management fee		1,039,580			503,918
Brokerage commissions		482,841			291,326

Total expenses		1,522,421			795,244

Net investment income (loss)		(1,492,492	)		(771,039	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		23,811,285			2,731,436
Short-term U.S. government and agency obligations		23,269			2,814

Net realized gain (loss)		23,834,554			2,734,250

Change in net unrealized appreciation/depreciation on
Futures contracts		23,344,133			(33,756	)
Short-term U.S. government and agency obligations		518			1,509

Change in net unrealized appreciation/depreciation		23,344,651			(32,247	)

Net realized and unrealized gain (loss)		47,179,205			2,702,003

Net income (loss)	$	45,686,713		$	1,930,964

Net income (loss) per weighted-average share	$	6.08		$	0.55

Weighted-average shares outstanding		7,510,596			3,491,151

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	506,556,124
Addition of 2,150,000 shares		118,885,967
Redemption of 6,250,000 shares		(390,277,832	)

Net addition (redemption) of (4,100,000) shares		(271,391,865	)

Net investment income (loss)		(1,492,492	)
Net realized gain (loss)		23,834,554
Change in net unrealized appreciation/depreciation		23,344,651

Net income (loss)		45,686,713

Shareholders’ equity, at March 31, 2015	$	280,850,972

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	45,686,713		$	1,930,964
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		29,744,690			(11,354,850	)
Net sale (purchase) of short-term U.S. government and agency obligations		224,055,795			(63,929,582	)
Change in unrealized appreciation/depreciation on investments		(518	)		(1,509	)
Decrease (Increase) in receivable on futures contracts		—			(5,880,498	)
Increase (Decrease) in management fee payable		(120,822	)		64,588
Increase (Decrease) in payable on futures contracts		(29,594,238	)		—

Net cash provided by (used in) operating activities		269,771,620			(79,170,887	)

Cash flow from financing activities
Proceeds from addition of shares		118,885,967			162,438,045
Payment on shares redeemed		(393,636,613	)		(80,333,451	)

Net cash provided by (used in) financing activities		(274,750,646	)		82,104,594

Net increase (decrease) in cash		(4,979,026	)		2,933,707
Cash, beginning of period		9,122,219			2,153,370

Cash, end of period	$	4,143,193		$	5,087,077

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	5,478,753	$	3,737,292
Segregated cash balances with brokers for futures contracts		73,653,370		116,907,700
Short-term U.S. government and agency obligations (Note 3) (cost $569,902,127 and $182,641,263, respectively)		569,900,064		182,639,188
Receivable from capital shares sold		7,900,647		12,549,248
Receivable on open futures contracts		37,350,672		42,531,441

Total assets		694,283,506		358,364,869

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		6,272,056
Management fee payable		563,422		302,860

Total liabilities		563,422		6,574,916

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		693,720,084		351,789,953

Total liabilities and shareholders’ equity	$	694,283,506	$	358,364,869

Shares outstanding		45,670,099		14,020,099

Net asset value per share	$	15.19	$	25.09

Market value per share (Note 2)	$	15.05	$	25.15

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(82% of shareholders’ equity)
U.S. Treasury Bills:
0.036% due 04/16/15	$	212,000	$	211,999
0.001% due 04/30/15		29,754,000		29,752,923
0.061% due 05/14/15		3,104,000		3,103,907
0.012% due 05/21/15		13,489,000		13,488,532
0.018% due 05/28/15		75,945,000		75,941,393
0.046% due 06/04/15		27,212,000		27,211,031
0.010% due 06/11/15		10,230,000		10,229,597
0.013% due 06/18/15		8,550,000		8,549,722
0.021% due 06/25/15		76,304,000		76,302,199
0.015% due 07/02/15†		8,100,000		8,099,379
0.040% due 07/09/15†		73,985,000		73,980,931
0.027% due 07/16/15†		46,270,000		46,265,229
0.037% due 07/23/15		15,294,000		15,292,319
0.031% due 07/30/15†		46,862,000		46,855,753
0.046% due 08/06/15†		66,459,000		66,446,107
0.048% due 08/13/15†		68,183,000		68,169,043

Total short-term U.S. government and agency obligations (cost $569,902,127)			$	569,900,064


Futures Contracts Purchased††

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
VIX Futures - CBOE, expires April 2015		38,547	$	627,352,425	$	(55,127,903	)
VIX Futures - CBOE, expires May 2015		42,693		761,002,725		6,202,210

					$	(48,925,693	)

†	All or partial amount pledged as collateral for futures contracts.

††	Cash collateral in the amount of $73,653,370 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	32,459		$	21,276

Expenses
Management fee		1,178,762			586,132
Brokerage commissions		903,310			519,447

Total expenses		2,082,072			1,105,579

Net investment income (loss)		(2,049,613	)		(1,084,303	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(135,093,226	)		(3,546,304	)
Short-term U.S. government and agency obligations		4,072			(914	)

Net realized gain (loss)		(135,089,154	)		(3,547,218	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(88,510,946	)		(5,691,916	)
Short-term U.S. government and agency obligations		12			2,542

Change in net unrealized appreciation/depreciation		(88,510,934	)		(5,689,374	)

Net realized and unrealized gain (loss)		(223,600,088	)		(9,236,592	)

Net income (loss)	$	(225,649,701	)	$	(10,320,895	)

Net income (loss) per weighted-average share	$	(8.93	)	$	(2.53	)

Weighted-average shares outstanding		25,266,210			3,714,601

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	351,789,953

Addition of 48,150,000 shares		966,149,726
Redemption of 16,500,000 shares		(398,569,894	)

Net addition (redemption) of 31,650,000 shares		567,579,832

Net investment income (loss)		(2,049,613	)
Net realized gain (loss)		(135,089,154	)
Change in net unrealized appreciation/depreciation		(88,510,934	)

Net income (loss)		(225,649,701	)

Shareholders’ equity, at March 31, 2015	$	693,720,084

See accompanying notes to financial statements.

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(225,649,701	)	$	(10,320,895	)
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		43,254,330			(26,944,250	)
Net sale (purchase) of short-term U.S. government and agency obligations		(387,260,864	)		(64,317,479	)
Change in unrealized appreciation/depreciation on investments		(12	)		(2,542	)
Decrease (Increase) in receivable on futures contracts		5,180,769			—
Increase (Decrease) in management fee payable		260,562			44,327
Increase (Decrease) in payable on futures contracts		—			21,168,707

Net cash provided by (used in) operating activities		(564,214,916	)		(80,372,132	)

Cash flow from financing activities
Proceeds from addition of shares		970,798,327			302,055,786
Payment on shares redeemed		(404,841,950	)		(220,376,697	)

Net cash provided by (used in) financing activities		565,956,377			81,679,089

Net increase (decrease) in cash		1,741,461			1,306,957
Cash, beginning of period		3,737,292			2,240,977

Cash, end of period	$	5,478,753		$	3,547,934

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	555,463	$	467,766
Short-term U.S. government and agency obligations (Note 3) (cost $4,990,615 and $4,233,396, respectively)		4,990,827		4,233,548
Unrealized appreciation on swap agreements		276,625		567,259

Total assets		5,822,915		5,268,573

Liabilities and shareholders’ equity
Liabilities
Management fee payable		4,552		3,867

Total liabilities		4,552		3,867

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		5,818,363		5,264,706

Total liabilities and shareholders’ equity	$	5,822,915	$	5,268,573

Shares outstanding		59,997		59,997

Net asset value per share	$	96.98	$	87.75

Market value per share (Note 2)	$	98.25	$	87.44

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(86% of shareholders’ equity)
U.S. Treasury Bills:
0.039% due 04/16/15†	$	2,131,000	$	2,130,987
0.087% due 06/11/15†		877,000		876,965
0.016% due 06/18/15		607,000		606,980
0.050% due 07/09/15†		828,000		827,955
0.038% due 07/23/15†		548,000		547,940

Total short-term U.S. government and agency obligations (cost $4,990,615)			$	4,990,827

Swap Agreements^


	Rate Paid (Received)*			Termination Date		Notional Amount at Value**			Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Bloomberg Commodity Index		0.25	%		04/07/15	$	(4,602,773	)	$	118,941
Swap agreement with Goldman Sachs International based on Bloomberg Commodity Index		0.25			04/07/15		(4,537,347	)		113,070
Swap agreement with UBS AG based on Bloomberg Commodity Index		0.60			04/07/15		(2,475,856	)		44,614

									$	276,625

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

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

**	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 BLOOMBERG COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	528		$	308

Expenses
Management fee		12,846			8,299

Total expenses		12,846			8,299

Net investment income (loss)		(12,318	)		(7,991	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		856,549			(635,695	)
Net realized gain (loss)		856,549			(635,695	)

Change in net unrealized appreciation/depreciation on
Swap agreements		(290,634	)		129,934
Short-term U.S. government and agency obligations		60			55

Change in net unrealized appreciation/depreciation		(290,574	)		129,989

Net realized and unrealized gain (loss)		565,975			(505,706	)

Net income (loss)	$	553,657		$	(513,697	)

Net income (loss) per weighted-average share	$	9.23		$	(8.56	)

Weighted-average shares outstanding		59,997			59,997

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	5,264,706

Net investment income (loss)		(12,318	)
Net realized gain (loss)		856,549
Change in net unrealized appreciation/depreciation		(290,574	)

Net income (loss)		553,657

Shareholders’ equity, at March 31, 2015	$	5,818,363

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015, AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	553,657		$	(513,697	)
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		(757,219	)		967,212
Change in unrealized appreciation/depreciation on investments		290,574			(129,989	)
Increase (Decrease) in management fee payable		685			(394	)

Net cash provided by (used in) operating activities		87,697			323,132

Cash flow from financing activities
Net increase (decrease) in cash		87,697			323,132
Cash, beginning of period		467,766			374,245

Cash, end of period	$	555,463		$	697,377

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	6,869,907	$	994,268
Segregated cash balances with brokers for futures contracts		20,594,295		12,292,665
Short-term U.S. government and agency obligations (Note 3) (cost $319,738,023 and $131,592,367, respectively)		319,733,997		131,594,608
Unrealized appreciation on swap agreements		26,857,473		27,018,077
Receivable on open futures contracts		4,822,119		1,293,531

Total assets		378,877,791		173,193,149

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		8,302,977		3,854,654
Management fee payable		237,809		128,385

Total liabilities		8,540,786		3,983,039

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		370,337,005		169,210,110

Total liabilities and shareholders’ equity	$	378,877,791	$	173,193,149

Shares outstanding		4,269,944		2,169,944

Net asset value per share	$	86.73	$	77.98

Market value per share (Note 2)	$	87.14	$	76.52

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(86% of shareholders’ equity)
U.S. Treasury Bills:
0.041% due 04/16/15	$	8,635,000	$	8,634,946
0.026% due 04/30/15		29,818,000		29,816,921
0.064% due 05/14/15†		6,795,000		6,794,797
0.023% due 05/21/15†		7,636,000		7,635,735
0.020% due 05/28/15		40,758,000		40,756,064
0.069% due 06/04/15		6,555,000		6,554,767
0.013% due 06/11/15†		39,293,000		39,291,452
0.002% due 06/18/15†		31,032,000		31,030,991
0.015% due 06/25/15†		12,887,000		12,886,696
0.023% due 07/02/15†		54,556,000		54,551,815
0.029% due 07/16/15†		13,419,000		13,417,616
0.037% due 07/23/15†		16,787,000		16,785,155
0.035% due 07/30/15†		6,214,000		6,213,172
0.050% due 08/06/15†		14,741,000		14,738,140
0.044% due 08/13/15†		30,632,000		30,625,730

Total short-term U.S. government and agency obligations (cost $319,738,023)			$	319,733,997

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires May 2015		6,624	$	315,302,400	$	17,406,261

Swap Agreements^


	Rate Paid (Received)*			Termination Date		Notional Amount at Value**			Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Bloomberg WTI Crude Oil Subindex		0.25	%		04/07/15	$	(137,750,775	)	$	9,502,897
Swap agreement with Goldman Sachs International based on Bloomberg WTI Crude Oil Subindex		0.25			04/07/15		(126,651,917	)		7,090,832
Swap agreement with Societe Generale S.A. based on Bloomberg WTI Crude Oil Subindex		0.25			04/07/15		(35,138,342	)		2,850,353
Swap agreement with UBS AG based on Bloomberg WTI Crude Oil Subindex		0.25			04/07/15		(125,826,188	)		7,413,391

									$	26,857,473

†	All or partial amount pledged as collateral for swap agreements and/or futures contracts.

††	Cash collateral in the amount of $ 20,594,295 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

**	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 BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	20,512		$	36,973

Expenses
Management fee		603,835			623,553
Brokerage commissions		44,285			12,693

Total expenses		648,120			636,246

Net investment income (loss)		(627,608	)		(599,273	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		18,106,720			(2,911,251	)
Swap agreements		26,543,152			(9,366,750	)
Short-term U.S. government and agency obligations		7,884			5,289

Net realized gain (loss)		44,657,756			(12,272,712	)

Change in net unrealized appreciation/depreciation on
Futures contracts		1,599,658			(5,031,541	)
Swap agreements		(160,604	)		1,639,969
Short-term U.S. government and agency obligations		(6,267	)		(1,878	)

Change in net unrealized appreciation/depreciation		1,432,787			(3,393,450	)

Net realized and unrealized gain (loss)		46,090,543			(15,666,162	)

Net income (loss)	$	45,462,935		$	(16,265,435	)

Net income (loss) per weighted-average share	$	14.65		$	(1.87	)

Weighted-average shares outstanding		3,103,833			8,687,722

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	169,210,110
Addition of 4,600,000 shares		372,664,934
Redemption of 2,500,000 shares		(217,000,974	)

Net addition (redemption) of 2,100,000 shares		155,663,960

Net investment income (loss)		(627,608	)
Net realized gain (loss)		44,657,756
Change in net unrealized appreciation/depreciation		1,432,787

Net income (loss)		45,462,935

Shareholders’ equity, at March 31, 2015	$	370,337,005

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015, AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	45,462,935		$	(16,265,435	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(8,301,630	)		(1,750,925	)
Net sale (purchase) of short-term U.S. government and agency obligations		(188,145,656	)		(40,675,851	)
Change in unrealized appreciation/depreciation on investments		166,871			(1,638,091	)
Decrease (Increase) in receivable on futures contracts		(3,528,588	)		1,158,118
Increase (Decrease) in management fee payable		109,424			58,766

Net cash provided by (used in) operating activities		(154,236,644	)		(59,113,418	)

Cash flow from financing activities
Proceeds from addition of shares		372,664,934			214,164,184
Payment on shares redeemed		(212,552,651	)		(152,942,823	)

Net cash provided by (used in) financing activities		160,112,283			61,221,361

Net increase (decrease) in cash		5,875,639			2,107,943
Cash, beginning of period		994,268			1,872,915

Cash, end of period	$	6,869,907		$	3,980,858

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	258,382	$	696,743
Segregated cash balances with brokers for futures contracts		1,708,036		4,405,830
Short-term U.S. government and agency obligations (Note 3) (cost $8,979,490 and $8,672,527, respectively)		8,979,498		8,672,710
Receivable on open futures contracts		—		923,531

Total assets		10,945,916		14,698,814

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		5,985		—
Management fee payable		8,361		10,250

Total liabilities		14,346		10,250

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		10,931,570		14,688,564

Total liabilities and shareholders’ equity	$	10,945,916	$	14,698,814

Shares outstanding		124,952		174,952

Net asset value per share	$	87.49	$	83.96

Market value per share (Note 2)	$	87.54	$	82.03

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(82% of shareholders’ equity)
U.S. Treasury Bills:
0.042% due 04/16/15	$	613,000	$	612,996
0.056% due 04/30/15		790,000		789,971
0.061% due 05/14/15		2,097,000		2,096,937
0.044% due 05/21/15		469,000		468,984
0.022% due 06/04/15		659,000		658,977
0.016% due 06/18/15		1,095,000		1,094,964
0.015% due 06/25/15		225,000		224,995
0.015% due 07/02/15†		2,297,000		2,296,824
0.045% due 08/13/15†		735,000		734,850

Total short-term U.S. government and agency obligations (cost $8,979,490)			$	8,979,498

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires May 2015		828	$	21,859,200	$	859,740

†	All or partial amount pledged as collateral for futures contracts.

††	Cash collateral in the amount of $1,708,036 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	985		$	6,683

Expenses
Management fee		28,373			131,806
Brokerage commissions		14,199			30,462

Total expenses		42,572			162,268

Net investment income (loss)		(41,587	)		(155,585	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		5,179,268			(9,215,034	)
Short-term U.S. government and agency obligations		448			2,052

Net realized gain (loss)		5,179,716			(9,212,982	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(3,081,725	)		3,437,020
Short-term U.S. government and agency obligations		(175	)		2,243

Change in net unrealized appreciation/depreciation		(3,081,900	)		3,439,263

Net realized and unrealized gain (loss)		2,097,816			(5,773,719	)

Net income (loss)	$	2,056,229		$	(5,929,304	)

Net income (loss) per weighted-average share	$	13.56		$	(4.67	)

Weighted-average shares outstanding		151,618			1,270,507

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	14,688,564

Addition of 150,000 shares		10,858,377
Redemption of 200,000 shares		(16,671,600	)

Net addition (redemption) of (50,000) shares		(5,813,223	)

Net investment income (loss)		(41,587	)
Net realized gain (loss)		5,179,716
Change in net unrealized appreciation/depreciation		(3,081,900	)

Net income (loss)		2,056,229

Shareholders’ equity, at March 31, 2015	$	10,931,570

See accompanying notes to financial statements.

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	2,056,229		$	(5,929,304	)
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		2,697,794			(8,719,700	)
Net sale (purchase) of short-term U.S. government and agency obligations		(306,963	)		(38,476,294	)
Change in unrealized appreciation/depreciation on investments		175			(2,243	)
Decrease (Increase) in receivable on futures contracts		923,531			(1,231,947	)
Increase (Decrease) in management fee payable		(1,889	)		54,169
Increase (Decrease) in payable on futures contracts		5,985			—

Net cash provided by (used in) operating activities		5,374,862			(54,305,319	)

Cash flow from financing activities
Proceeds from addition of shares		10,858,377			89,514,809
Payment on shares redeemed		(16,671,600	)		(32,775,728	)

Net cash provided by (used in) financing activities		(5,813,223	)		56,739,081

Net increase (decrease) in cash		(438,361	)		2,433,762
Cash, beginning of period		696,743			564,647

Cash, end of period	$	258,382		$	2,998,409

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	164,117	$	162,434
Segregated cash balances with brokers for futures contracts		8,800		8,800
Short-term U.S. government and agency obligations (Note 3) (cost $79,438,253 and $84,038,905, respectively)		79,438,219		84,040,107
Receivable on open futures contracts		392		3,260

Total assets		79,611,528		84,214,601

Liabilities and shareholders’ equity
Liabilities
Management fee payable		68,833		70,061
Unrealized depreciation on forward agreements		1,582,081		2,282,778

Total liabilities		1,650,914		2,352,839

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		77,960,614		81,861,762

Total liabilities and shareholders’ equity	$	79,611,528	$	84,214,601

Shares outstanding		796,978		846,978

Net asset value per share	$	97.82	$	96.65

Market value per share (Note 2)	$	98.18	$	100.22

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(102% of shareholders’ equity)
U.S. Treasury Bills:
0.041% due 04/16/15	$	2,572,000	$	2,571,984
0.042% due 04/30/15†		6,386,000		6,385,769
0.056% due 05/14/15†		25,151,000		25,150,248
0.061% due 05/21/15†		2,641,000		2,640,908
0.005% due 06/11/15		530,000		529,979
0.060% due 06/18/15		996,000		995,968
0.030% due 07/02/15†		9,863,000		9,862,244
0.024% due 07/16/15		1,661,000		1,660,829
0.038% due 07/23/15†		2,562,000		2,561,718
0.035% due 07/30/15		1,191,000		1,190,841
0.045% due 08/06/15		2,915,000		2,914,435
0.043% due 08/13/15†		22,978,000		22,973,296

Total short-term U.S. government and agency obligations (cost $79,438,253)			$	79,438,219

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires June 2015		2	$	236,640	$	(6,040	)

Forward Agreements^


	Rate Paid (Received)*			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		0.14	%		04/07/15	$	(63,900	)	$	(75,851,856	)	$	(647,913	)
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold		0.28			04/07/15		(28,898	)		(34,302,793	)		(370,015	)
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold		0.40			04/07/15		(13,100	)		(15,549,962	)		(375,583	)
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold		0.29			04/07/15		(25,250	)		(29,972,508	)		(188,570	)

												$	(1,582,081	)

†	All or partial amount pledged as collateral for forward agreements and/or futures contracts.

††	Cash collateral in the amount of $8,800 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions.

**	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 MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	8,196		$	15,195

Expenses
Management fee		193,876			265,552
Brokerage commissions		16			16

Total expenses		193,892			265,568

Net investment income (loss)		(185,696	)		(250,373	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		2,000			(18,560	)
Forward agreements		1,916,530			(22,131,127	)
Short-term U.S. government and agency obligations		(600	)		1,495

Net realized gain (loss)		1,917,930			(22,148,192	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,520	)		2,340
Forward agreements		700,697			2,898,709
Short-term U.S. government and agency obligations		(1,236	)		3,529

Change in net unrealized appreciation/depreciation		697,941			2,904,578

Net realized and unrealized gain (loss)		2,615,871			(19,243,614	)

Net income (loss)	$	2,430,175		$	(19,493,987	)

Net income (loss) per weighted-average share	$	2.76		$	(15.41	)

Weighted-average shares outstanding		881,422			1,265,311

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	81,861,762
Addition of 100,000 shares		8,523,330
Redemption of 150,000 shares		(14,854,653	)

Net addition (redemption) of (50,000) shares		(6,331,323	)

Net investment income (loss)		(185,696	)
Net realized gain (loss)		1,917,930
Change in net unrealized appreciation/depreciation		697,941

Net income (loss)		2,430,175

Shareholders’ equity, at March 31, 2015	$	77,960,614

See accompanying notes to financial statements.

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	2,430,175		$	(19,493,987	)
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		4,600,652			43,151,202
Change in unrealized appreciation/depreciation on investments		(699,461	)		(2,902,238	)
Decrease (Increase) in receivable on futures contracts		2,868			(1,800	)
Increase (Decrease) in management fee payable		(1,228	)		(38,574	)

Net cash provided by (used in) operating activities		6,333,006			20,714,603

Cash flow from financing activities
Proceeds from addition of shares		8,523,330			27,505,358
Payment on shares redeemed		(14,854,653	)		(48,205,557	)

Net cash provided by (used in) financing activities		(6,331,323	)		(20,700,199	)

Net increase (decrease) in cash		1,683			14,404
Cash, beginning of period		162,434			197,647

Cash, end of period	$	164,117		$	212,051

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	145,419	$	207,506
Segregated cash balances with brokers for futures contracts		16,940		14,300
Short-term U.S. government and agency obligations (Note 3) (cost $50,000,423 and $52,225,712, respectively)		50,001,670		52,226,692
Unrealized appreciation on forward agreements		—		799,523
Receivable from capital shares sold		10,118,943		—
Receivable on open futures contracts		760		6,770

Total assets		60,283,732		53,254,791

Liabilities and shareholders’ equity
Liabilities
Management fee payable		43,050		42,354
Unrealized depreciation on forward agreements		3,736,183		204,570

Total liabilities		3,779,233		246,924

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		56,504,499		53,007,867

Total liabilities and shareholders’ equity	$	60,283,732	$	53,254,791

Shares outstanding		558,489		458,489

Net asset value per share	$	101.17	$	115.61

Market value per share (Note 2)	$	100.85	$	119.39

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(88% of shareholders’ equity)
U.S. Treasury Bills:
0.054% due 04/30/15†	$	7,530,000	$	7,529,727
0.056% due 05/14/15		1,504,000		1,503,955
0.061% due 05/21/15		2,355,000		2,354,918
0.067% due 06/04/15†		15,634,000		15,633,444
0.027% due 06/18/15†		5,981,000		5,980,806
0.030% due 07/02/15†		4,494,000		4,493,655
0.024% due 07/16/15†		3,518,000		3,517,637
0.037% due 07/23/15†		3,881,000		3,880,574
0.038% due 08/13/15†		5,108,000		5,106,954

Total short-term U.S. government and agency obligations (cost $50,000,423)			$	50,001,670

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires May 2015		2	$	165,980	$	3,095

Forward Agreements^


	Rate Paid (Received)*			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		(0.27	)%		04/07/15	$	(3,059,000	)	$	(50,784,906	)	$	(1,877,505	)
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver		0.00			04/07/15		(1,595,500	)		(26,487,374	)		(860,699	)
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver		(0.01	)		04/07/15		(547,000	)		(9,081,075	)		(296,399	)
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver		(0.05	)		04/07/15		(1,595,000	)		(26,479,552	)		(701,580	)

												$	(3,736,183	)

†	All or partial amount pledged as collateral for forward agreements and/or futures contracts.

††	Cash collateral in the amount of $16,940 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions.

**	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 MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	6,143		$	12,957

Expenses
Management fee		124,355			204,160
Brokerage commissions		8			8

Total expenses		124,363			204,168

Net investment income (loss)		(118,220	)		(191,211	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(11,200	)		5,350
Forward agreements		(1,350,505	)		(12,619,755	)
Short-term U.S. government and agency obligations		(158	)		1,541

Net realized gain (loss)		(1,361,863	)		(12,612,864	)

Change in net unrealized appreciation/depreciation on
Futures contracts		1,535			(8,870	)
Forward agreements		(4,331,136	)		9,970,437
Short-term U.S. government and agency obligations		267			(518	)

Change in net unrealized appreciation/depreciation		(4,329,334	)		9,961,049

Net realized and unrealized gain (loss)		(5,691,197	)		(2,651,815	)

Net income (loss)	$	(5,809,417	)	$	(2,843,026	)

Net income (loss) per weighted-average share	$	(11.33	)	$	(2.64	)

Weighted-average shares outstanding		512,933			1,078,489

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	53,007,867

Addition of 250,000 shares		25,115,676
Redemption of 150,000 shares		(15,809,627	)

Net addition (redemption) of 100,000 shares		9,306,049

Net investment income (loss)		(118,220	)
Net realized gain (loss)		(1,361,863	)
Change in net unrealized appreciation/depreciation		(4,329,334	)

Net income (loss)		(5,809,417	)

Shareholders’ equity, at March 31, 2015	$	56,504,499

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(5,809,417	)	$	(2,843,026	)
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		(2,640	)		—
Net sale (purchase) of short-term U.S. government and agency obligations		2,225,289			47,636,698
Change in unrealized appreciation/depreciation on investments		4,330,869			(9,969,919	)
Decrease (Increase) in receivable on futures contracts		6,010			2,450
Increase (Decrease) in management fee payable		696			(31,378	)
Increase (Decrease) in payable on futures contracts		—			440

Net cash provided by (used in) operating activities		750,807			34,795,265

Cash flow from financing activities
Proceeds from addition of shares		14,996,733			41,391,244
Payment on shares redeemed		(15,809,627	)		(76,378,197	)

Net cash provided by (used in) financing activities		(812,894	)		(34,986,953	)

Net increase (decrease) in cash		(62,087	)		(191,688	)
Cash, beginning of period		207,506			461,167

Cash, end of period	$	145,419		$	269,479

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	1,534,250	$	1,640,225
Segregated cash balances with brokers for futures contracts		511,500		242,880
Short-term U.S. government and agency obligations (Note 3) (cost $18,011,817 and $12,086,398, respectively)		18,012,179		12,086,577
Receivable on open futures contracts		141,325		63,250

Total assets		20,199,254		14,032,932

Liabilities and shareholders’ equity
Liabilities
Management fee payable		15,251		11,128

Total liabilities		15,251		11,128

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		20,184,003		14,021,804

Total liabilities and shareholders’ equity	$	20,199,254	$	14,032,932

Shares outstanding		450,005		350,005

Net asset value per share	$	44.85	$	40.06

Market value per share (Note 2)	$	44.87	$	40.03

See accompanying notes to financial statements.

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(89% of shareholders’ equity)
U.S. Treasury Bills:
0.041% due 04/16/15	$	2,278,000	$	2,277,986
0.040% due 04/30/15		1,708,000		1,707,938
0.073% due 06/04/15		3,375,000		3,374,880
0.010% due 06/18/15		2,171,000		2,170,929
0.015% due 06/25/15		4,804,000		4,803,887
0.050% due 07/09/15		206,000		205,989
0.035% due 07/16/15		2,388,000		2,387,754
0.038% due 07/23/15		404,000		403,955
0.045% due 08/13/15		679,000		678,861

Total short-term U.S. government and agency obligations (cost $18,011,817)			$	18,012,179

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Euro Fx Currency Futures - CME, expires June 2015		150	$	20,163,750	$	109,769

††	Cash collateral in the amount of $511,500 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	1,380		$	1,046

Expenses
Management fee		38,859			17,406
Brokerage commissions		868			239

Total expenses		39,727			17,645

Net investment income (loss)		(38,347	)		(16,599	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		2,057,094			(66,588	)
Short-term U.S. government and agency obligations		—			258

Net realized gain (loss)		2,057,094			(66,330	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(275,562	)		81,131
Short-term U.S. government and agency obligations		183			(190	)

Change in net unrealized appreciation/depreciation		(275,379	)		80,941

Net realized and unrealized gain (loss)		1,781,715			14,611

Net income (loss)	$	1,743,368		$	(1,988	)

Net income (loss) per weighted-average share	$	4.52		$	(0.01	)

Weighted-average shares outstanding		385,561			207,783

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	14,021,804

Addition of 100,000 shares		4,418,831

Net investment income (loss)		(38,347	)
Net realized gain (loss)		2,057,094
Change in net unrealized appreciation/depreciation		(275,379	)

Net income (loss)		1,743,368

Shareholders’ equity, at March 31, 2015	$	20,184,003

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	1,743,368		$	(1,988	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(268,620	)		27,225
Net sale (purchase) of short-term U.S. government and agency obligations		(5,925,419	)		1,674,609
Change in unrealized appreciation/depreciation on investments		(183	)		190
Decrease (Increase) in receivable on futures contracts		(78,075	)		9,100
Increase (Decrease) in management fee payable		4,123			(1,282	)
Increase (Decrease) in payable on futures contracts		—			12,300

Net cash provided by (used in) operating activities		(4,524,806	)		1,720,154

Cash flow from financing activities
Proceeds from addition of shares		4,418,831			—
Payment on shares redeemed		—			(1,792,584	)

Net cash provided by (used in) financing activities		4,418,831			(1,792,584	)

Net increase (decrease) in cash		(105,975	)		(72,430	)
Cash, beginning of period		1,640,225			863,980

Cash, end of period	$	1,534,250		$	791,550

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	2,623,624	$	1,788,757
Segregated cash balances with brokers for futures contracts		382,125		1,020,217
Short-term U.S. government and agency obligations (Note 3) (cost $16,932,386 and $20,267,681, respectively)		16,932,493		20,267,679
Receivable on open futures contracts		182,288		62,534

Total assets		20,120,530		23,139,187

Liabilities and shareholders’ equity
Liabilities
Management fee payable		15,595		18,397

Total liabilities		15,595		18,397

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		20,104,935		23,120,790

Total liabilities and shareholders’ equity	$	20,120,530	$	23,139,187

Shares outstanding		350,005		450,005

Net asset value per share	$	57.44	$	51.38

Market value per share (Note 2)	$	57.34	$	51.37

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(84% of shareholders’ equity)
U.S. Treasury Bills:
0.043% due 04/16/15	$	756,000	$	755,995
0.056% due 04/30/15		236,000		235,992
0.012% due 05/21/15		3,305,000		3,304,885
0.022% due 05/28/15		409,000		408,981
0.015% due 06/25/15†		11,303,000		11,302,733
0.050% due 07/02/15†		604,000		603,954
0.038% due 07/23/15†		199,000		198,978
0.043% due 08/13/15		121,000		120,975

Total short-term U.S. government and agency obligations (cost $16,932,386)			$	16,932,493

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires June 2015		530	$	40,179,300	$	419,850

†	All or partial amount pledged as collateral for futures contracts.

††	Cash collateral in the amount of $382,125 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	1,107		$	3,864

Expenses
Management fee		52,824			59,260
Brokerage commissions		3,997			3,782

Total expenses		56,821			63,042

Net investment income (loss)		(55,714	)		(59,178	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		2,979,670			(78,609	)
Short-term U.S. government and agency obligations		219			404

Net realized gain (loss)		2,979,889			(78,205	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(323,631	)		(2,139,484	)
Short-term U.S. government and agency obligations		109			(415	)

Change in net unrealized appreciation/depreciation		(323,522	)		(2,139,899	)

Net realized and unrealized gain (loss)		2,656,367			(2,218,104	)

Net income (loss)	$	2,600,653		$	(2,277,282	)

Net income (loss) per weighted-average share	$	6.28		$	(4.13	)

Weighted-average shares outstanding		413,894			551,672

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	23,120,790

Addition of 50,000 shares		2,764,167
Redemption of 150,000 shares		(8,380,675	)

Net addition (redemption) of (100,000) shares		(5,616,508	)

Net investment income (loss)		(55,714	)
Net realized gain (loss)		2,979,889
Change in net unrealized appreciation/depreciation		(323,522	)

Net income (loss)		2,600,653

Shareholders’ equity, at March 31, 2015	$	20,104,935

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	2,600,653		$	(2,277,282	)
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		638,092			207,570
Net sale (purchase) of short-term U.S. government and agency obligations		3,335,295			4,970,625
Change in unrealized appreciation/depreciation on investments		(109	)		415
Decrease (Increase) in receivable on futures contracts		(119,754	)		—
Increase (Decrease) in management fee payable		(2,802	)		(2,916	)
Increase (Decrease) in payable on futures contracts		—			2,933

Net cash provided by (used in) operating activities		6,451,375			2,901,345

Cash flow from financing activities
Proceeds from addition of shares		2,764,167			—
Payment on shares redeemed		(8,380,675	)		(4,540,263	)

Net cash provided by (used in) financing activities		(5,616,508	)		(4,540,263	)

Net increase (decrease) in cash		834,867			(1,638,918	)
Cash, beginning of period		1,788,757			2,751,320

Cash, end of period	$	2,623,624		$	1,112,402

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	275,163	$	746,454
Short-term U.S. government and agency obligations (Note 3) (cost $549,433,835 and $487,097,789, respectively)		549,451,431		487,111,117
Unrealized appreciation on foreign currency forward contracts		25,478,862		19,019,765
Receivable from capital shares sold		47,160,400		12,956,604

Total assets		622,365,856		519,833,940

Liabilities and shareholders’ equity
Liabilities
Management fee payable		437,633		385,820
Unrealized depreciation on foreign currency forward contracts		2,088,667		2,256,771

Total liabilities		2,526,300		2,642,591

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		619,839,556		517,191,349

Total liabilities and shareholders’ equity	$	622,365,856	$	519,833,940

Shares outstanding		23,000,014		23,950,014

Net asset value per share	$	26.95	$	21.59

Market value per share (Note 2)	$	26.95	$	21.61

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(89% of shareholders’ equity)
U.S. Treasury Bills:
0.041% due 04/16/15†	$	2,717,000	$	2,716,983
0.048% due 04/30/15†		51,620,000		51,618,131
0.015% due 05/14/15		6,567,000		6,566,804
0.050% due 05/21/15		74,042,000		74,039,431
0.070% due 05/28/15		6,919,000		6,918,671
0.073% due 06/04/15†		130,454,000		130,449,356
0.090% due 06/11/15†		38,365,000		38,363,488
0.050% due 07/09/15†		25,516,000		25,514,597
0.025% due 07/16/15		84,059,000		84,050,333
0.041% due 07/23/15†		51,595,000		51,589,330
0.030% due 07/30/15		22,538,000		22,534,996
0.040% due 08/06/15†		55,100,000		55,089,311

Total short-term U.S. government and agency obligations (cost $549,433,835)			$	549,451,431

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International		04/10/15		81,791,800		$	87,926,805		$	(886,380	)
Euro with UBS AG		04/10/15		110,930,600			119,251,236			(1,202,287	)

									$	(2,088,667	)

Contracts to Sell
Euro with Goldman Sachs International		04/10/15		(617,582,525	)	$	(663,905,895	)	$	11,962,630
Euro with UBS AG		04/10/15		(728,286,800	)		(782,913,830	)		13,516,232

									$	25,478,862

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

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	67,590		$	69,357

Expenses
Management fee		1,257,145			970,756

Total expenses		1,257,145			970,756

Net investment income (loss)		(1,189,555	)		(901,399	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		107,515,818			(12,182,041	)
Short-term U.S. government and agency obligations		12,521			1,938

Net realized gain (loss)		107,528,339			(12,180,103	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		6,627,201			10,024,197
Short-term U.S. government and agency obligations		4,268			(10,487	)

Change in net unrealized appreciation/depreciation		6,631,469			10,013,710

Net realized and unrealized gain (loss)		114,159,808			(2,166,393	)

Net income (loss)	$	112,970,253		$	(3,067,792	)

Net income (loss) per weighted-average share	$	5.20		$	(0.13	)

Weighted-average shares outstanding		21,722,792			24,156,681

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	517,191,349

Addition of 5,500,000 shares		148,238,393
Redemption of 6,450,000 shares		(158,560,439	)

Net addition (redemption) of (950,000) shares		(10,322,046	)

Net investment income (loss)		(1,189,555	)
Net realized gain (loss)		107,528,339
Change in net unrealized appreciation/depreciation		6,631,469

Net income (loss)		112,970,253

Shareholders’ equity, at March 31, 2015	$	619,839,556

See accompanying notes to financial statements.

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	112,970,253		$	(3,067,792	)
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		(62,336,046	)		23,525,818
Change in unrealized appreciation/depreciation on investments		(6,631,469	)		(10,013,710	)
Increase (Decrease) in management fee payable		51,813			(17,998	)

Net cash provided by (used in) operating activities		44,054,551			10,426,318

Cash flow from financing activities
Proceeds from addition of shares		114,034,597			3,360,054
Payment on shares redeemed		(158,560,439	)		(13,798,403	)

Net cash provided by (used in) financing activities		(44,525,842	)		(10,438,349	)

Net increase (decrease) in cash		(471,291	)		(12,031	)
Cash, beginning of period		746,454			218,940

Cash, end of period	$	275,163		$	206,909

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	446,091	$	532,706
Short-term U.S. government and agency obligations (Note 3) (cost $444,086,152 and $532,944,509, respectively)		444,090,783		532,957,746
Unrealized appreciation on foreign currency forward contracts		725,490		571,149

Total assets		445,262,364		534,061,601

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		4,448,693		—
Management fee payable		393,931		439,804
Unrealized depreciation on foreign currency forward contracts		57,733		2,149,924

Total liabilities		4,900,357		2,589,728

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		440,362,007		531,471,873

Total liabilities and shareholders’ equity	$	445,262,364	$	534,061,601

Shares outstanding		4,949,294		5,949,294

Net asset value per share	$	88.97	$	89.33

Market value per share (Note 2)	$	88.91	$	89.30

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(101% of shareholders’ equity)
U.S. Treasury Bills:
0.041% due 04/16/15	$	81,110,000	$	81,109,497
0.056% due 04/30/15†		17,961,000		17,960,350
0.063% due 05/14/15		1,002,000		1,001,970
0.070% due 05/21/15†		9,923,000		9,922,656
0.087% due 06/11/15†		31,920,000		31,918,742
0.026% due 06/25/15†		17,106,000		17,105,596
0.030% due 07/02/15†		5,564,000		5,563,573
0.040% due 07/23/15		62,192,000		62,185,165
0.034% due 07/30/15†		174,813,000		174,789,698
0.070% due 08/06/15		22,806,000		22,801,576
0.045% due 08/13/15†		19,736,000		19,731,960

Total short-term U.S. government and agency obligations (cost $444,086,152)			$	444,090,783

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International		04/10/15		20,565,620,300		$	171,495,639		$	35,707
Yen with UBS AG		04/10/15		5,923,386,600			49,394,813			(57,733	)

									$	(22,026	)

Contracts to Sell
Yen with Goldman Sachs International		04/10/15		(68,851,569,600	)	$	(574,149,660	)	$	410,985
Yen with UBS AG		04/10/15		(63,324,691,700	)		(528,061,312	)		278,798

									$	689,783

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

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	45,048		$	78,224

Expenses
Management fee		1,161,592			1,028,533

Total expenses		1,161,592			1,028,533

Net investment income (loss)		(1,116,544	)		(950,309	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(5,107,734	)		(102,730	)
Short-term U.S. government and agency obligations		2,443			8,346

Net realized gain (loss)		(5,105,291	)		(94,384	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		2,246,532			(24,540,300	)
Short-term U.S. government and agency obligations		(8,606	)		(2,113	)

Change in net unrealized appreciation/depreciation		2,237,926			(24,542,413	)

Net realized and unrealized gain (loss)		(2,867,365	)		(24,636,797	)

Net income (loss)	$	(3,983,909	)	$	(25,587,106	)

Net income (loss) per weighted-average share	$	(0.71	)	$	(3.93	)

Weighted-average shares outstanding		5,629,294			6,513,738

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	531,471,873

Addition of 650,000 shares		58,116,062
Redemption of 1,650,000 shares		(145,242,019	)

Net addition (redemption) of (1,000,000) shares		(87,125,957	)

Net investment income (loss)		(1,116,544	)
Net realized gain (loss)		(5,105,291	)
Change in net unrealized appreciation/depreciation		2,237,926

Net income (loss)		(3,983,909	)

Shareholders’ equity, at March 31, 2015	$	440,362,007

See accompanying notes to financial statements.

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(3,983,909	)	$	(25,587,106	)
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		88,858,357			157,858,611
Change in unrealized appreciation/depreciation on investments		(2,237,926	)		24,542,413
Increase (Decrease) in management fee payable		(45,873	)		(105,150	)

Net cash provided by (used in) operating activities		82,590,649			156,708,768

Cash flow from financing activities
Proceeds from addition of shares		58,116,062			9,974,148
Payment on shares redeemed		(140,793,326	)		(166,857,972	)

Net cash provided by (used in) financing activities		(82,677,264	)		(156,883,824	)

Net increase (decrease) in cash		(86,615	)		(175,056	)
Cash, beginning of period		532,706			575,108

Cash, end of period	$	446,091		$	400,052

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	171,443	$	185,684
Short-term U.S. government and agency obligations (Note 3) (cost $2,242,745 and $2,754,883, respectively)		2,242,809		2,754,900

Total assets		2,414,252		2,940,584

Liabilities and shareholders’ equity
Liabilities
Management fee payable		1,911		2,326
Unrealized depreciation on swap agreements		129,433		331,338

Total liabilities		131,344		333,664

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		2,282,908		2,606,920

Total liabilities and shareholders’ equity	$	2,414,252	$	2,940,584

Shares outstanding		200,014		200,014

Net asset value per share	$	11.41	$	13.03

Market value per share (Note 2)	$	11.70	$	12.86

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG COMMODITY

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(98% of shareholders’ equity)
U.S. Treasury Bills:
0.047% due 04/30/15†	$	483,000	$	482,982
0.060% due 06/18/15†		903,000		902,971
0.036% due 07/16/15		308,000		307,968
0.043% due 08/13/15		549,000		548,888

Total short-term U.S. government and agency obligations (cost $2,242,745)			$	2,242,809

Swap Agreements^


	Rate Paid (Received)*			Termination Date		Notional Amount at Value**		Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Bloomberg Commodity Index		0.25	%		04/07/15	$	1,972,023	$	(54,521	)
Swap agreement with Goldman Sachs International based on Bloomberg Commodity Index		0.25			04/07/15		1,999,276		(55,872	)
Swap agreement with UBS AG based on Bloomberg Commodity Index		0.60			04/07/15		603,138		(19,040	)

								$	(129,433	)

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

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

**	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 BLOOMBERG COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	254		$	332

Expenses
Management fee		5,773			7,289

Total expenses		5,773			7,289

Net investment income (loss)		(5,519	)		(6,957	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(520,459	)		537,342
Short-term U.S. government and agency obligations		14			—

Net realized gain (loss)		(520,445	)		537,342

Change in net unrealized appreciation/depreciation on
Swap agreements		201,905			(129,206	)
Short-term U.S. government and agency obligations		47			91

Change in net unrealized appreciation/depreciation		201,952			(129,115	)

Net realized and unrealized gain (loss)		(318,493	)		408,227

Net income (loss)	$	(324,012	)	$	401,270

Net income (loss) per weighted-average share	$	(1.62	)	$	2.67

Weighted-average shares outstanding		200,014			150,014

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	2,606,920

Net investment income (loss)		(5,519	)
Net realized gain (loss)		(520,445	)
Change in net unrealized appreciation/depreciation		201,952

Net income (loss)		(324,012	)

Shareholders’ equity, at March 31, 2015	$	2,282,908

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(324,012	)	$	401,270
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		512,138			405,883
Change in unrealized appreciation/depreciation on investments		(201,952	)		129,115
Increase (Decrease) in management fee payable		(415	)		309

Net cash provided by (used in) operating activities		(14,241	)		936,577

Cash flow from financing activities
Net increase (decrease) in cash		(14,241	)		936,577
Cash, beginning of period		185,684			85,642

Cash, end of period	$	171,443		$	1,022,219

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	5,024,406	$	2,349,384
Segregated cash balances with brokers for futures contracts		13,420,311		34,605,120
Short-term U.S. government and agency obligations (Note 3) (cost $1,066,107,943 and $467,195,638, respectively)		1,066,114,169		467,200,736
Receivable from capital shares sold		18,414,719		28,726,173

Total assets		1,102,973,605		532,881,413

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		5,037,901		—
Payable on open futures contracts		14,040,754		5,817,266
Management fee payable		789,703		320,062
Unrealized depreciation on swap agreements		78,474,219		76,181,097

Total liabilities		98,342,577		82,318,425

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		1,004,631,028		450,562,988

Total liabilities and shareholders’ equity	$	1,102,973,605	$	532,881,413

Shares outstanding		147,199,170		44,399,170

Net asset value per share	$	6.82	$	10.15

Market value per share (Note 2)	$	6.79	$	10.37

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(106% of shareholders’ equity)
U.S. Treasury Bills:
0.038% due 04/16/15	$	19,702,000	$	19,701,878
0.035% due 04/30/15		49,089,000		49,087,223
0.061% due 05/14/15		15,454,000		15,453,538
0.027% due 05/21/15†		107,478,000		107,474,271
0.023% due 05/28/15†		10,311,000		10,310,510
0.027% due 06/04/15		154,348,000		154,342,505
0.007% due 06/11/15		32,535,000		32,533,718
0.028% due 06/18/15†		163,086,000		163,080,700
0.045% due 06/25/15†		63,939,000		63,937,491
0.027% due 07/02/15†		4,114,000		4,113,685
0.034% due 07/09/15†		49,453,000		49,450,280
0.036% due 07/16/15†		78,958,000		78,949,859
0.030% due 07/23/15†		94,595,000		94,584,604
0.029% due 07/30/15†		105,672,000		105,657,914
0.051% due 08/06/15†		96,953,000		96,934,191
0.048% due 08/13/15†		20,506,000		20,501,802

Total short-term U.S. government and agency obligations (cost $1,066,107,943)			$	1,066,114,169

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Crude Oil - NYMEX, expires May 2015		13,821	$	657,879,600	$	(63,863,441	)

Swap Agreements^


	Rate Paid (Received)*			Termination Date		Notional Amount at Value**		Unrealized Appreciation (Depreciation)
Swap agreement with Deutsche Bank AG based on Bloomberg WTI Crude Oil Sub-Index		0.25	%		04/07/15	$	406,797,888	$	(24,270,565	)
Swap agreement with Goldman Sachs International based on Bloomberg WTI Crude Oil Sub-Index		0.25			04/07/15		417,976,514		(24,277,344	)
Swap agreement with Societe Generale S.A. based on Bloomberg WTI Crude Oil Sub-Index		0.25			04/07/15		123,097,457		(8,155,514	)
Swap agreement with UBS AG based on Bloomberg WTI Crude Oil Sub-Index		0.25			04/07/15		403,481,056		(21,770,796	)

								$	(78,474,219	)

†	All or partial amount pledged as collateral for swap agreements and/or futures contracts.

††	Cash collateral in the amount of $13,420,311 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

**	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 BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	76,242		$	21,701

Expenses
Management fee		1,843,701			345,942
Brokerage commissions		77,253			9,151

Total expenses		1,920,954			355,093

Net investment income (loss)		(1,844,712	)		(333,392	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(60,398,614	)		7,591,428
Swap agreements		(113,284,505	)		13,602,240
Short-term U.S. government and agency obligations		44,196			6,387

Net realized gain (loss)		(173,638,923	)		21,200,055

Change in net unrealized appreciation/depreciation on
Futures contracts		(17,388,654	)		1,482,653
Swap agreements		(2,293,122	)		(997,942	)
Short-term U.S. government and agency obligations		1,128			(8,564	)

Change in net unrealized appreciation/depreciation		(19,680,648	)		476,147

Net realized and unrealized gain (loss)		(193,319,571	)		21,676,202

Net income (loss)	$	(195,164,283	)	$	21,342,810

Net income (loss) per weighted-average share	$	(1.95	)	$	4.56

Weighted-average shares outstanding		100,201,948			4,680,281

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	450,562,988

Addition of 136,250,000 shares		1,023,327,847
Redemption of 33,450,000 shares		(274,095,524	)

Net addition (redemption) of 102,800,000 shares		749,232,323

Net investment income (loss)		(1,844,712	)
Net realized gain (loss)		(173,638,923	)
Change in net unrealized appreciation/depreciation		(19,680,648	)

Net income (loss)		(195,164,283	)

Shareholders’ equity, at March 31, 2015	$	1,004,631,028

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(195,164,283	)	$	21,342,810
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		21,184,809			896,115
Net sale (purchase) of short-term U.S. government and agency obligations		(598,912,305	)		25,373,056
Change in unrealized appreciation/depreciation on investments		2,291,994			1,006,506
Decrease (Increase) in receivable on futures contracts		—			(121,862	)
Increase (Decrease) in management fee payable		469,641			(46,160	)
Increase (Decrease) in payable on futures contracts		8,223,488			(997,210	)

Net cash provided by (used in) operating activities		(761,906,656	)		47,453,255

Cash flow from financing activities
Proceeds from addition of shares		1,033,639,301			127,214,584
Payment on shares redeemed		(269,057,623	)		(173,675,237	)

Net cash provided by (used in) financing activities		764,581,678			(46,460,653	)

Net increase (decrease) in cash		2,675,022			992,602
Cash, beginning of period		2,349,384			689,596

Cash, end of period	$	5,024,406		$	1,682,198

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	513,008	$	1,653,582
Segregated cash balances with brokers for futures contracts		3,842,480		21,134,080
Short-term U.S. government and agency obligations (Note 3) (cost $57,169,151 and $53,408,848, respectively)		57,169,841		53,410,227
Receivable from capital shares sold		—		3,853,422

Total assets		61,525,329		80,051,311

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		164,188		9,552,314
Management fee payable		54,848		65,790

Total liabilities		219,036		9,618,104

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		61,306,293		70,433,207

Total liabilities and shareholders’ equity	$	61,525,329	$	80,051,311

Shares outstanding		5,369,941		4,569,941

Net asset value per share	$	11.42	$	15.41

Market value per share (Note 2)	$	11.39	$	15.78

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(93% of shareholders’ equity)
U.S. Treasury Bills:
0.040% due 04/30/15	$	10,407,000	$	10,406,623
0.063% due 05/14/15		2,130,000		2,129,936
0.052% due 05/28/15		5,377,000		5,376,745
0.046% due 06/04/15		910,000		909,968
0.026% due 06/18/15		11,308,000		11,307,632
0.026% due 06/25/15		2,447,000		2,446,942
0.047% due 07/02/15		1,672,000		1,671,872
0.042% due 07/09/15		5,146,000		5,145,717
0.028% due 07/16/15†		6,392,000		6,391,341
0.047% due 07/23/15†		3,623,000		3,622,602
0.045% due 08/06/15†		4,885,000		4,884,052
0.039% due 08/13/15†		2,877,000		2,876,411

Total short-term U.S. government and agency obligations (cost $57,169,151)			$	57,169,841

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas - NYMEX, expires May 2015		4,644	$	122,601,600	$	(7,437,631	)

†	All or partial amount pledged as collateral for futures contracts.

††	Cash collateral in the amount of $3,842,480 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	5,642		$	6,273

Expenses
Management fee		172,808			105,844
Brokerage commissions		39,718			17,991

Total expenses		212,526			123,835

Net investment income (loss)		(206,884	)		(117,562	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(45,836,964	)		16,803,375
Short-term U.S. government and agency obligations		4,455			2,707

Net realized gain (loss)		(45,832,509	)		16,806,082

Change in net unrealized appreciation/depreciation on
Futures contracts		27,451,658			1,805,128
Short-term U.S. government and agency obligations		(689	)		(2,402	)

Change in net unrealized appreciation/depreciation		27,450,969			1,802,726

Net realized and unrealized gain (loss)		(18,381,540	)		18,608,808

Net income (loss)	$	(18,588,424	)	$	18,491,246

Net income (loss) per weighted-average share	$	(3.48	)	$	18.61

Weighted-average shares outstanding		5,346,608			993,830

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	70,433,207

Addition of 2,050,000 shares		27,576,652
Redemption of 1,250,000 shares		(18,115,142	)

Net addition (redemption) of 800,000 shares		9,461,510

Net investment income (loss)		(206,884	)
Net realized gain (loss)		(45,832,509	)
Change in net unrealized appreciation/depreciation		27,450,969

Net income (loss)		(18,588,424	)

Shareholders’ equity, at March 31, 2015	$	61,306,293

See accompanying notes to financial statements.

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(18,588,424	)	$	18,491,246
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		17,291,600			3,397,900
Net sale (purchase) of short-term U.S. government and agency obligations		(3,760,303	)		40,640,631
Change in unrealized appreciation/depreciation on investments		689			2,402
Increase (Decrease) in management fee payable		(10,942	)		(58,040	)
Increase (Decrease) in payable on futures contracts		(9,388,126	)		(4,578,015	)

Net cash provided by (used in) operating activities		(14,455,506	)		57,896,124

Cash flow from financing activities
Proceeds from addition of shares		31,430,074			9,133,238
Payment on shares redeemed		(18,115,142	)		(69,328,413	)

Net cash provided by (used in) financing activities		13,314,932			(60,195,175	)

Net increase (decrease) in cash		(1,140,574	)		(2,299,051	)
Cash, beginning of period		1,653,582			3,102,827

Cash, end of period	$	513,008		$	803,776

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	122,188	$	104,145
Segregated cash balances with brokers for futures contracts		8,800		8,800
Short-term U.S. government and agency obligations (Note 3) (cost $94,231,992 and $101,925,636, respectively)		94,234,586		101,927,857
Unrealized appreciation on forward agreements		1,660,968		2,051,154

Total assets		96,026,542		104,091,956

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		1,999,718
Payable on open futures contracts		420		3,260
Management fee payable		76,662		85,633

Total liabilities		77,082		2,088,611

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		95,949,460		102,003,345

Total liabilities and shareholders’ equity	$	96,026,542	$	104,091,956

Shares outstanding		2,500,014		2,550,014

Net asset value per share	$	38.38	$	40.00

Market value per share (Note 2)	$	38.14	$	38.41

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(98% of shareholders’ equity)
U.S. Treasury Bills:
0.042% due 04/30/15†	$	13,896,000	$	13,895,497
0.058% due 05/14/15†		24,874,000		24,873,256
0.050% due 05/21/15		5,376,000		5,375,813
0.078% due 06/04/15†		11,782,000		11,781,581
0.058% due 06/18/15†		13,020,000		13,019,577
0.037% due 07/02/15†		8,124,000		8,123,377
0.038% due 08/13/15†		17,169,000		17,165,485

Total short-term U.S. government and agency obligations (cost $94,231,992)			$	94,234,586

Futures Contracts Purchased^††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold Futures - COMEX, expires June 2015		2	$	236,640	$	6,020

Forward Agreements^


	Rate Paid (Received)*			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		0.46	%		04/07/15	$	82,300	$	97,693,392	$	895,425
Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold		0.57			04/07/15		33,320		39,551,840		346,843
Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold		0.60			04/07/15		15,900		18,873,618		90,113
Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold		0.51			04/07/15		29,900		35,492,197		328,587

										$	1,660,968

†	All or partial amount pledged as collateral for forward agreements and/or futures contracts.

††	Cash collateral in the amount of $8,800 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

*	Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the forward agreement paid to the

counterparty or received from the counterparty, excluding any commissions.

**	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 MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	12,738		$	13,828

Expenses
Management fee		240,465			331,351
Brokerage commissions		16			16

Total expenses		240,481			331,367

Net investment income (loss)		(227,743	)		(317,539	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(2,040	)		18,520
Forward agreements		(2,985,716	)		23,415,100
Short-term U.S. government and agency obligations		1,908			(70	)

Net realized gain (loss)		(2,985,848	)		23,433,550

Change in net unrealized appreciation/depreciation on
Futures contracts		1,440			(2,300	)
Forward agreements		(390,186	)		(5,197,098	)
Short-term U.S. government and agency obligations		373			9,365

Change in net unrealized appreciation/depreciation		(388,373	)		(5,190,033	)

Net realized and unrealized gain (loss)		(3,374,221	)		18,243,517

Net income (loss)	$	(3,601,964	)	$	17,925,978

Net income (loss) per weighted-average share	$	(1.43	)	$	5.98

Weighted-average shares outstanding		2,523,347			2,996,125

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	102,003,345

Addition of 50,000 shares		2,093,762
Redemption of 100,000 shares		(4,545,683	)

Net addition (redemption) of (50,000) shares		(2,451,921	)

Net investment income (loss)		(227,743	)
Net realized gain (loss)		(2,985,848	)
Change in net unrealized appreciation/depreciation		(388,373	)

Net income (loss)		(3,601,964	)

Shareholders’ equity, at March 31, 2015	$	95,949,460

See accompanying notes to financial statements.

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(3,601,964	)	$	17,925,978
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		7,693,644			(7,448,937	)
Change in unrealized appreciation/depreciation on investments		389,813			5,187,733
Increase (Decrease) in management fee payable		(8,971	)		8,545
Increase (Decrease) in payable on futures contracts		(2,840	)		1,900

Net cash provided by (used in) operating activities		4,469,682			15,675,219

Cash flow from financing activities
Proceeds from addition of shares		2,093,762			4,708,180
Payment on shares redeemed		(6,545,401	)		(20,378,685	)

Net cash provided by (used in) financing activities		(4,451,639	)		(15,670,505	)

Net increase (decrease) in cash		18,043			4,714
Cash, beginning of period		104,145			142,566

Cash, end of period	$	122,188		$	147,280

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	289,618	$	305,004
Segregated cash balances with brokers for futures contracts		16,940		14,300
Short-term U.S. government and agency obligations (Note 3) (cost $294,492,151 and $305,465,636, respectively)		294,501,633		305,474,211
Unrealized appreciation on forward agreements		22,620,868		—

Total assets		317,429,059		305,793,515

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		1,967,832
Payable on open futures contracts		760		6,770
Management fee payable		245,442		254,050
Unrealized depreciation on forward agreements		—		12,395,120

Total liabilities		246,202		14,623,772

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		317,182,857		291,169,743

Total liabilities and shareholders’ equity	$	317,429,059	$	305,793,515

Shares outstanding		7,646,533		7,396,533

Net asset value per share	$	41.48	$	39.37

Market value per share (Note 2)	$	41.69	$	38.05

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(93% of shareholders’ equity)
U.S. Treasury Bills:
0.041% due 04/16/15†	$	16,066,000	$	16,065,900
0.047% due 04/30/15		6,604,000		6,603,761
0.064% due 05/14/15†		27,423,000		27,422,180
0.004% due 05/21/15		5,723,000		5,722,801
0.015% due 05/28/15		849,000		848,960
0.078% due 06/04/15†		4,277,000		4,276,848
0.090% due 06/11/15		43,631,000		43,629,281
0.045% due 06/18/15		5,482,000		5,481,822
0.038% due 07/02/15†		45,162,000		45,158,536
0.020% due 07/16/15		7,015,000		7,014,277
0.035% due 07/23/15		4,248,000		4,247,533
0.066% due 08/06/15†		88,463,000		88,445,838
0.039% due 08/13/15†		39,592,000		39,583,896

Total short-term U.S. government and agency obligations (cost $294,492,151)			$	294,501,633

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Futures - COMEX, expires May 2015		2	$	165,980	$	(3,320	)

Forward Agreements^


	Rate Paid (Received)*			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		0.87	%		04/07/15	$	19,287,000	$	320,198,917	$	12,075,006
Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver		0.85			04/07/15		7,302,800		121,235,974		4,343,236
Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver		1.01			04/07/15		4,255,000		70,639,808		2,548,949
Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver		0.95			04/07/15		7,355,000		122,104,768		3,653,677

										$	22,620,868

†	All or partial amount pledged as collateral for forward agreements and/or futures contracts.

††	Cash collateral in the amount of $16,940 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	Reflects the floating financing rate, as of March 31, 2015, on the notional amount of the forward agreement paid to the counterparty or received from the counterparty, excluding any commissions.

**	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 MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	38,246		$	62,602

Expenses
Management fee		738,077			1,187,904
Brokerage commissions		8			8

Total expenses		738,085			1,187,912

Net investment income (loss)		(699,839	)		(1,125,310	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		11,150			(5,350	)
Forward agreements		(17,780,243	)		73,960,922
Short-term U.S. government and agency obligations		4,743			3,069

Net realized gain (loss)		(17,764,350	)		73,958,641

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,760	)		8,870
Forward agreements		35,015,988			(55,645,481	)
Short-term U.S. government and agency obligations		907			(3,928	)

Change in net unrealized appreciation/depreciation		35,015,135			(55,640,539	)

Net realized and unrealized gain (loss)		17,250,785			18,318,102

Net income (loss)	$	16,550,946		$	17,192,792

Net income (loss) per weighted-average share	$	2.22		$	2.34

Weighted-average shares outstanding		7,458,200			7,332,328

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	291,169,743

Addition of 700,000 shares		28,733,984
Redemption of 450,000 shares		(19,271,816	)

Net addition (redemption) of 250,000 shares		9,462,168

Net investment income (loss)		(699,839	)
Net realized gain (loss)		(17,764,350	)
Change in net unrealized appreciation/depreciation		35,015,135

Net income (loss)		16,550,946

Shareholders’ equity, at March 31, 2015	$	317,182,857

See accompanying notes to financial statements.

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	16,550,946		$	17,192,792
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		(2,640	)		—
Net sale (purchase) of short-term U.S. government and agency obligations		10,973,485			(62,836,134	)
Change in unrealized appreciation/depreciation on investments		(35,016,895	)		55,649,409
Increase (Decrease) in management fee payable		(8,608	)		37,130
Increase (Decrease) in payable on futures contracts		(6,010	)		(2,070	)

Net cash provided by (used in) operating activities		(7,509,722	)		10,041,127

Cash flow from financing activities
Proceeds from addition of shares		28,733,984			43,273,004
Payment on shares redeemed		(21,239,648	)		(53,246,602	)

Net cash provided by (used in) financing activities		7,494,336			(9,973,598	)

Net increase (decrease) in cash		(15,386	)		67,529
Cash, beginning of period		305,004			463,001

Cash, end of period	$	289,618		$	530,530

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	66,124	$	222,968
Segregated cash balances with brokers for futures contracts		152,460		120,131
Short-term U.S. government and agency obligations (Note 3) (cost $2,201,929 and $2,405,682, respectively)		2,201,920		2,405,685

Total assets		2,420,504		2,748,784

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		21,232		6,369
Management fee payable		1,996		2,248

Total liabilities		23,228		8,617

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		2,397,276		2,740,167

Total liabilities and shareholders’ equity	$	2,420,504	$	2,748,784

Shares outstanding		100,005		100,005

Net asset value per share	$	23.97	$	27.40

Market value per share (Note 2)	$	24.20	$	27.43

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(92% of shareholders’ equity)
U.S. Treasury Bills:
0.040% due 04/30/15	$	2,202,000	$	2,201,920

Total short-term U.S. government and agency obligations (cost $2,201,929)			$	2,201,920


Futures Contracts Purchased††

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Australian Dollar Fx Currency Futures - CME, expires June 2015		63	$	4,776,030	$	(57,414	)

††	Cash collateral in the amount of $152,460 was pledged to cover margin requirements for open futures contracts as of March 31, 2015.

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	226		$	558

Expenses
Management fee		5,997			7,508
Brokerage commissions		371			380

Total expenses		6,368			7,888

Net investment income (loss)		(6,142	)		(7,330	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(376,158	)		(27,427	)
Short-term U.S. government and agency obligations		10			—

Net realized gain (loss)		(376,148	)		(27,427	)

Change in net unrealized appreciation/depreciation on
Futures contracts		39,411			311,205
Short-term U.S. government and agency obligations		(12	)		(77	)

Change in net unrealized appreciation/depreciation		39,399			311,128

Net realized and unrealized gain (loss)		(336,749	)		283,701

Net income (loss)	$	(342,891	)	$	276,371

Net income (loss) per weighted-average share	$	(3.43	)	$	2.76

Weighted-average shares outstanding		100,005			100,005

See accompanying notes to financial statements.

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	2,740,167

Net investment income (loss)		(6,142	)
Net realized gain (loss)		(376,148	)
Change in net unrealized appreciation/depreciation		39,399

Net income (loss)		(342,891	)

Shareholders’ equity, at March 31, 2015	$	2,397,276

See accompanying notes to financial statements.

100

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(342,891	)	$	276,371
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(32,329	)		(23,760	)
Net sale (purchase) of short-term U.S. government and agency obligations		203,753			(59,530	)
Change in unrealized appreciation/depreciation on investments		12			77
Decrease (Increase) in receivable on futures contracts		—			(2,853	)
Increase (Decrease) in management fee payable		(252	)		69
Increase (Decrease) in payable on futures contracts		14,863			—

Net cash provided by (used in) operating activities		(156,844	)		190,374

Net increase (decrease) in cash		(156,844	)		190,374
Cash, beginning of period		222,968			314,796

Cash, end of period	$	66,124		$	505,170

See accompanying notes to financial statements.

101

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	311,421	$	671,117
Short-term U.S. government and agency obligations (Note 3) (cost $15,242,859 and $2,415,732, respectively)		15,242,869		2,415,698
Unrealized appreciation on foreign currency forward contracts		2,045		2,921

Total assets		15,556,335		3,089,736

Liabilities and shareholders’ equity
Liabilities
Management fee payable		9,764		2,003
Unrealized depreciation on foreign currency forward contracts		780,795		106,292

Total liabilities		790,559		108,295

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		14,765,776		2,981,441

Total liabilities and shareholders’ equity	$	15,556,335	$	3,089,736

Shares outstanding		950,014		150,014

Net asset value per share	$	15.54	$	19.87

Market value per share (Note 2)	$	15.54	$	19.80

See accompanying notes to financial statements.

102

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(103% of shareholders’ equity)
U.S. Treasury Bills:
0.036% due 04/16/15	$	242,000	$	241,999
0.034% due 04/30/15†		911,000		910,967
0.035% due 05/21/15		1,000,000		999,965
0.015% due 05/28/15		1,743,000		1,742,917
0.016% due 06/18/15		1,575,000		1,574,949
0.015% due 06/25/15		1,129,000		1,128,973
0.041% due 07/02/15†		1,136,000		1,135,913
0.036% due 07/16/15		1,656,000		1,655,829
0.034% due 07/23/15†		5,852,000		5,851,357

Total short-term U.S. government and agency obligations (cost $15,242,859)			$	15,242,869

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro with Goldman Sachs International	04/10/15		15,842,925		$	17,031,264		$	(356,825	)
Euro with UBS AG	04/10/15		14,064,800			15,119,767			(419,766	)

								$	(776,591	)

Contracts to Sell
Euro with Goldman Sachs International	04/10/15		(1,344,700	)	$	(1,445,563	)	$	(4,204	)
Euro with UBS AG	04/10/15		(1,092,000	)		(1,173,908	)		2,045

								$	(2,159	)

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

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

103

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	534		$	378

Expenses
Management fee		16,232			6,042

Total expenses		16,232			6,042

Net investment income (loss)		(15,698	)		(5,664	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(1,065,216	)		85,136
Short-term U.S. government and agency obligations		14			—

Net realized gain (loss)		(1,065,202	)		85,136

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(675,379	)		(79,978	)
Short-term U.S. government and agency obligations		44			(39	)

Change in net unrealized appreciation/depreciation		(675,335	)		(80,017	)

Net realized and unrealized gain (loss)		(1,740,537	)		5,119

Net income (loss)	$	(1,756,235	)	$	(545	)

Net income (loss) per weighted-average share	$	(4.19	)	$	(0.01	)

Weighted-average shares outstanding		418,903			100,014

See accompanying notes to financial statements.

104

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	2,981,441

Addition of 800,000 shares		13,540,570

Net investment income (loss)		(15,698	)
Net realized gain (loss)		(1,065,202	)
Change in net unrealized appreciation/depreciation		(675,335	)

Net income (loss)		(1,756,235	)

Shareholders’ equity, at March 31, 2015	$	14,765,776

See accompanying notes to financial statements.

105

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(1,756,235	)	$	(545	)
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		(12,827,127	)		148,087
Change in unrealized appreciation/depreciation on investments		675,335			80,017
Increase (Decrease) in management fee payable		7,761			(604	)

Net cash provided by (used in) operating activities		(13,900,266	)		226,955

Cash flow from financing activities
Proceeds from addition of shares		13,540,570			—

Net cash provided by (used in) financing activities		13,540,570			—

Net increase (decrease) in cash		(359,696	)		226,955

Cash, beginning of period		671,117			49,723

Cash, end of period	$	311,421		$	276,678

See accompanying notes to financial statements.

106

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	435,727	$	846,919
Short-term U.S. government and agency obligations (Note 3) (cost $5,210,360 and $1,287,844, respectively)		5,210,191		1,287,869
Unrealized appreciation on foreign currency forward contracts		—		404

Total assets		5,645,918		2,135,192

Liabilities and shareholders’ equity
Liabilities
Management fee payable		4,659		1,515
Unrealized depreciation on foreign currency forward contracts		41,178		15,649

Total liabilities		45,837		17,164

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		5,600,081		2,118,028

Total liabilities and shareholders’ equity	$	5,645,918	$	2,135,192

Shares outstanding		400,014		150,014

Net asset value per share	$	14.00	$	14.12

Market value per share (Note 2)	$	13.99	$	14.12

See accompanying notes to financial statements.

107

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

MARCH 31, 2015

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(93% of shareholders’ equity)
U.S. Treasury Bills:
0.047% due 04/30/15†	$	931,000	$	930,966
0.010% due 06/18/15†		586,000		585,981
0.043% due 08/13/15†		3,694,000		3,693,244

Total short-term U.S. government and agency obligations (cost $5,210,360)			$	5,210,191


Foreign Currency Forward Contracts^

	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen with Goldman Sachs International		04/10/15		898,339,400		$	7,491,206		$	(14,944	)
Yen with UBS AG		04/10/15		645,732,000			5,384,726			(11,010	)

									$	(25,954	)

Contracts to Sell
Yen with Goldman Sachs International		04/10/15		(17,456,500	)	$	(145,569	)	$	(661	)
Yen with UBS AG		04/10/15		(185,698,000	)		(1,548,526	)		(14,563	)

									$	(15,224	)

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

^	The positions and counterparties herein are as of March 31, 2015. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at anytime.

See accompanying notes to financial statements.

108

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	291		$	435

Expenses
Management fee		9,381			6,855

Total expenses		9,381			6,855

Net investment income (loss)		(9,090	)		(6,420	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(80,612	)		(10,517	)
Short-term U.S. government and agency obligations		(14	)		76

Net realized gain (loss)		(80,626	)		(10,441	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(25,933	)		118,080
Short-term U.S. government and agency obligations		(194	)		(102	)

Change in net unrealized appreciation/depreciation		(26,127	)		117,978

Net realized and unrealized gain (loss)		(106,753	)		107,537

Net income (loss)	$	(115,843	)	$	101,117

Net income (loss) per weighted-average share	$	(0.41	)	$	0.67

Weighted-average shares outstanding		283,347			150,014

See accompanying notes to financial statements.

109

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	2,118,028

Addition of 300,000 shares		4,285,016
Redemption of 50,000 shares		(687,120	)

Net addition (redemption) of 250,000 shares		3,597,896


Net investment income (loss)		(9,090	)
Net realized gain (loss)		(80,626	)
Change in net unrealized appreciation/depreciation		(26,127	)

Net income (loss)		(115,843	)

Shareholders’ equity, at March 31, 2015	$	5,600,081

See accompanying notes to financial statements.

110

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(115,843	)	$	101,117
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net sale (purchase) of short-term U.S. government and agency obligations		(3,922,516	)		456,603
Change in unrealized appreciation/depreciation on investments		26,127			(117,978	)
Increase (Decrease) in management fee payable		3,144			46

Net cash provided by (used in) operating activities		(4,009,088	)		439,788

Cash flow from financing activities
Proceeds from addition of shares		4,285,016			—
Payment on shares redeemed		(687,120	)		—

Net cash provided by (used in) financing activities		3,597,896			—

Net increase (decrease) in cash		(411,192	)		439,788
Cash, beginning of period		846,919			28,116

Cash, end of period	$	435,727		$	467,904

See accompanying notes to financial statements.

111

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (unaudited)		December 31, 2014
Assets
Cash	$	41,200,565	$	35,899,231
Segregated cash balances with brokers for futures contracts		183,239,785		296,561,615
Short-term U.S. government and agency obligations (Note 3) (cost $3,980,187,249 and $3,005,824,301, respectively)		3,980,228,554		3,005,876,580
Unrealized appreciation on swap agreements		27,134,098		27,585,336
Unrealized appreciation on forward agreements		24,281,836		2,850,677
Unrealized appreciation on foreign currency forward contracts		26,206,397		19,594,239
Receivable from capital shares sold		83,594,709		58,085,447
Receivable on open futures contracts		48,075,096		56,002,326
Offering costs (Note 5)		33,164		49,384
Limitation by Sponsor		11,008		9,474

Total assets		4,414,005,212		3,502,514,309

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		20,823,638		25,400,996
Payable on open futures contracts		15,659,120		46,405,998
Management fee payable		3,382,999		2,657,505
Payable for offering costs		65,785		65,785
Unrealized depreciation on swap agreements		78,603,652		76,512,435
Unrealized depreciation on forward agreements		5,318,264		14,882,468
Unrealized depreciation on foreign currency forward contracts		2,968,373		4,528,636

Total liabilities		126,821,831		170,453,823

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		4,287,183,381		3,332,060,486

Total liabilities and shareholders’ equity	$	4,414,005,212	$	3,502,514,309

Shares outstanding		258,357,748		122,157,748

See accompanying notes to financial statements.

112

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Investment Income
Interest	$	360,671		$	405,191

Expenses
Management fee		9,026,117			6,890,911
Brokerage commissions		1,617,240			885,519
Offering costs		16,221			—
Limitation by Sponsor		(1,534	)		—

Total expenses		10,658,044			7,776,430

Net investment income (loss)		(10,297,373	)		(7,371,239	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(198,303,422	)		21,662,791
Swap agreements		(86,405,263	)		4,137,137
Forward agreements		(20,199,934	)		62,625,140
Foreign currency forward contracts		101,262,256			(12,210,152	)
Short-term U.S. government and agency obligations		108,816			42,481

Net realized gain (loss)		(203,537,547	)		76,257,397

Change in net unrealized appreciation/depreciation on
Futures contracts		(69,298,843	)		8,735,680
Swap agreements		(2,542,455	)		642,755
Forward agreements		30,995,363			(47,973,433	)
Foreign currency forward contracts		8,172,421			(14,478,001	)
Short-term U.S. government and agency obligations		(10,974	)		(15,495	)

Change in net unrealized appreciation/depreciation		(32,684,488	)		(53,088,494	)

Net realized and unrealized gain (loss)		(236,222,035	)		23,168,903

Net income (loss)	$	(246,519,408	)	$	15,797,664

See accompanying notes to financial statements.

113

PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(unaudited)


Shareholders’ equity, at December 31, 2014	$	3,332,060,486
Addition of 206,825,000 shares		2,916,484,794
Redemption of 70,625,000 shares		(1,714,842,491	)

Net addition (redemption) of 136,200,000 shares		1,201,642,303

Net investment income (loss)		(10,297,373	)
Net realized gain (loss)		(203,537,547	)
Change in net unrealized appreciation/depreciation		(32,684,488	)

Net income (loss)		(246,519,408	)

Shareholders’ equity, at March 31, 2015	$	4,287,183,381

See accompanying notes to financial statements.

114

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(unaudited)


	Three months ended March 31, 2015			Three months ended March 31, 2014
Cash flow from operating activities
Net income (loss)	$	(246,519,408	)	$	15,797,664
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		113,321,830			(5,808,535	)
Net sale (purchase) of short-term U.S. government and agency obligations		(974,362,948	)		179,891,147
Change in unrealized appreciation/depreciation on investments		(36,614,355	)		61,824,174
Decrease (Increase) in receivable on futures contracts		7,927,230			(2,789,541	)
Decrease (Increase) in Limitation by Sponsor		(1,534	)		—
Change in offering cost		16,220			—
Increase (Decrease) in management fee payable		725,494			(160,366	)
Increase (Decrease) in payable on futures contracts		(30,746,878	)		19,707,435

Net cash provided by (used in) operating activities		(1,166,254,349	)		268,461,978

Cash flow from financing activities
Proceeds from addition of shares		2,890,975,532			1,098,061,807
Payment on shares redeemed		(1,719,419,849	)		(1,362,287,727	)

Net cash provided by (used in) financing activities		1,171,555,683			(264,225,920	)

Net increase (decrease) in cash		5,301,334			4,236,058
Cash, beginning of period		35,899,231			23,390,732

Cash, end of period	$	41,200,565		$	27,626,790

See accompanying notes to financial statements.

115

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

NOTE 1 – ORGANIZATION

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of March 31, 2015, the following twenty-two series of the Trust have commenced investment operations: (i) ProShares Managed Futures Strategy (the “Managed Futures Fund”); (ii) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (iii) ProShares Short VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares UltraShort Bloomberg Commodity, ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg 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”); and (v) ProShares Short Euro (the “Short Euro Fund”). 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 Fund. The Shares of each 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 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 Bloomberg Commodity, ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen.

Groups of Funds are collectively referred to in several different ways. References to “Short Funds,” “UltraShort Funds,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks.

References to “Commodity Index Funds,” “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

Each “Short” Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results (before fees and expenses) that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund and the Managed Futures Fund seeks investment results (before fees and expenses), both over a single day and over time, that match the performance of its corresponding benchmark. Daily performance is measured from the calculation of one NAV to the next.

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 and the Managed Futures Fund seek to achieve their stated investment objective both over a single day and over time.

116

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 its applicable underlying commodity futures index, commodity, currency exchange rate or equity volatility index. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “leveraged” investment results for the Geared Funds.

Share Splits and Reverse Share Splits

The table below includes Share splits and reverse Share splits for the Funds during the year ended December 31, 2014. There were no Share splits or reverse Share splits during the three months ended March 31, 2015. 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 VIX Mid-Term Futures ETF	November 6, 2014	1-for-4 reverse Share split	November 6, 2014
ProShares Short VIX Short-Term Futures ETF	January 21, 2014	2-for-1 Share split	January 24, 2014
ProShares Ultra VIX Short-Term Futures ETF	January 21, 2014	1-for-4 reverse Share split	January 24, 2014
ProShares Ultra Silver	January 21, 2014	1-for-4 reverse Share split	January 24, 2014

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of ProShares VIX Mid-Term Futures ETF, ProShares Ultra VIX Short-Term Futures ETF and ProShares Ultra Silver, 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 split was applied retroactively for all periods presented, increasing the number of Shares outstanding for ProShares Short VIX Short-Term Futures ETF, and resulted in a proportionate decrease in the price per Share and per Share information of such Fund. Therefore, the split did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

117

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Each Fund is an investment company, as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 “Financial Services — Investment Companies.” As such, the Funds follow the investment company accounting and reporting guidance. 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”).

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, 2014, as filed with the SEC on March 2, 2015.

Use of Estimates & Indemnifications

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these financial statements. Actual results could differ from those estimates.

In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of loss to be remote.

Basis of Presentation

Pursuant to rules and regulations of the SEC, financial statements are presented for the Trust as a whole, as the SEC registrant, and for each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable only against the assets of such Fund and not against the assets of the Trust generally or any other Fund. Accordingly, the assets of one Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Shares in that Fund.

Statement of Cash Flows

The cash amount shown in the Statements of Cash Flows is the amount reported as cash in the Statement of Financial Condition dated March 31, 2015, and represents non-segregated cash with the custodian and does not include short-term investments.

Final Net Asset Value for Fiscal Period

The cut-off times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for the three months ended March 31, 2015 were as follows. All times are Eastern Standard Time:

Create/Redeem

NAV Calculation

NAV

Cut-off*

Time

Calculation Date

UltraShort Silver, Ultra Silver

6:30 a.m.

7:00 a.m.

March 31

UltraShort Gold, Ultra Gold

9:30 a.m.

10:00 a.m.

March 31

UltraShort Bloomberg Crude Oil, Ultra Bloomberg Crude Oil

2:00 p.m.

2:30 p.m.

March 31

UltraShort Bloomberg Natural Gas, Ultra Bloomberg Natural Gas

2:00 p.m.

2:30 p.m.

March 31

118

UltraShort Bloomberg Commodity, Ultra Bloomberg Commodity

10:45 a.m.

2:30 p.m.

March 31

Managed Futures Strategy

10:45 a.m.

3:00 p.m.

March 31

UltraShort Australian Dollar, Ultra Australian Dollar

3:00 p.m.

4:00 p.m.

March 31

Short Euro, UltraShort Euro, Ultra Euro

3:00 p.m.

4:00 p.m.

March 31

UltraShort Yen, Ultra Yen

3:00 p.m.

4:00 p.m.

March 31

VIX Short-Term Futures ETF, Ultra VIX Short-Term Futures ETF, Short VIX Short-Term Futures ETF

2:00 p.m.

4:15 p.m.

March 31

VIX Mid-Term Futures ETF

2:00 p.m.

4:15 p.m.

March 31

*	Although the Funds’ Shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the three months ended March 31, 2015.

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 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 of the Funds’ final creation/redemption NAV for the three months ended March 31, 2015.

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 generally be 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 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 Funds’ policies are intended to result in a calculation of its respective Fund’s NAV that fairly reflects investment values as of the time of pricing, such 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 such 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.

119

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.

The following table summarizes the valuation of investments at March 31, 2015 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
Managed Futures Strategy	$	—	$	83,233		$	—		$	—		$	—		$	83,233
VIX Short-Term Futures ETF		131,184,020		(5,106,111	)		—			—			—			126,077,909
VIX Mid-Term Futures ETF		27,675,412		(500,390	)		—			—			—			27,175,022
Short VIX Short-Term Futures ETF		222,919,943		6,991,984			—			—			—			229,911,927
Ultra VIX Short-Term Futures ETF		569,900,064		(48,925,693	)		—			—			—			520,974,371
UltraShort Bloomberg Commodity		4,990,827		—			—			—			276,625			5,267,452
UltraShort Bloomberg Crude Oil		319,733,997		17,406,261			—			—			26,857,473			363,997,731
UltraShort Bloomberg Natural Gas		8,979,498		859,740			—			—			—			9,839,238
UltraShort Gold		79,438,219		(6,040	)		(1,582,081	)		—			—			77,850,098
UltraShort Silver		50,001,670		3,095			(3,736,183	)		—			—			46,268,582
Short Euro		18,012,179		109,769			—			—			—			18,121,948
UltraShort Australian Dollar		16,932,493		419,850			—			—			—			17,352,343
UltraShort Euro		549,451,431		—			—			23,390,195			—			572,841,626
UltraShort Yen		444,090,783		—			—			667,757			—			444,758,540
Ultra Bloomberg Commodity		2,242,809		—			—			—			(129,433	)		2,113,376
Ultra Bloomberg Crude Oil		1,066,114,169		(63,863,441	)		—			—			(78,474,219	)		923,776,509
Ultra Bloomberg Natural Gas		57,169,841		(7,437,631	)		—			—			—			49,732,210
Ultra Gold		94,234,586		6,020			1,660,968			—			—			95,901,574
Ultra Silver		294,501,633		(3,320	)		22,620,868			—			—			317,119,181
Ultra Australian Dollar		2,201,920		(57,414	)		—			—			—			2,144,506
Ultra Euro		15,242,869		—			—			(778,750	)		—			14,464,119
Ultra Yen		5,210,191		—			—			(41,178	)		—			5,169,013

Total Trust	$	3,980,228,554	$	(100,020,088	)	$	18,963,572		$	23,238,024		$	(51,469,554	)	$	3,870,940,508

*	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.

120

At March 31, 2015, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

The Funds’ policy is to recognize transfers between valuation levels at the end of the reporting period.

At March 31, 2015, there were no significant transfers in or out of Level I and Level II fair value measurements.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

The following table summarizes the valuation of investments at December 31, 2014 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
Managed Futures Strategy	$	—	$	104,327		$	—		$	—		$	—		$	104,327
VIX Short-Term Futures ETF		82,088,299		6,264,620			—			—			—			88,352,919
VIX Mid-Term Futures ETF		24,105,906		260,665			—			—			—			24,366,571
Short VIX Short-Term Futures ETF		446,975,220		(16,352,149	)		—			—			—			430,623,071
Ultra VIX Short-Term Futures ETF		182,639,188		39,585,253			—			—			—			222,224,441
UltraShort Bloomberg Commodity		4,233,548		—			—			—			567,259			4,800,807
UltraShort Bloomberg Crude Oil		131,594,608		15,806,603			—			—			27,018,077			174,419,288
UltraShort Bloomberg Natural Gas		8,672,710		3,941,465			—			—			—			12,614,175
UltraShort Gold		84,040,107		(4,520	)		(2,282,778	)		—			—			81,752,809
UltraShort Silver		52,226,692		1,560			594,953			—			—			52,823,205
Short Euro		12,086,577		385,331			—			—			—			12,471,908
UltraShort Australian Dollar		20,267,679		743,481			—			—			—			21,011,160
UltraShort Euro		487,111,117		—			—			16,762,994			—			503,874,111
UltraShort Yen		532,957,746		—			—			(1,578,775	)		—			531,378,971
Ultra Bloomberg Commodity		2,754,900		—			—			—			(331,338	)		2,423,562
Ultra Bloomberg Crude Oil		467,200,736		(46,474,787	)		—			—			(76,181,097	)		344,544,852
Ultra Bloomberg Natural Gas		53,410,227		(34,889,283	)		—			—			—			18,520,944
Ultra Gold		101,927,857		4,580			2,051,154			—			—			103,983,591
Ultra Silver		305,474,211		(1,560	)		(12,395,120	)		—			—			293,077,531
Ultra Australian Dollar		2,405,685		(96,825	)		—			—			—			2,308,860
Ultra Euro		2,415,698		—			—			(103,371	)		—			2,312,327
Ultra Yen		1,287,869		—			—			(15,245	)		—			1,272,624

Total Trust	$	3,005,876,580	$	(30,721,239	)	$	(12,031,791	)	$	15,065,603		$	(48,927,099	)	$	2,929,262,054

Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments as presented in the Form 10-K for the year ended December 31, 2014. Only current day’s variation margin is reported within the Statements of Financial Condition as presented in the Form 10-K for the year ended December 31, 2014 in receivable/payable on open futures.

121

At December 31, 2014, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

The Funds’ policy is to recognize transfers between valuation levels at the end of the reporting period.

At December 31, 2014, there were no significant transfers in or out of Level I and Level II fair value measurements.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation/depreciation on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation/depreciation between periods are reflected in the Statements of Operations. Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Brokerage Commissions and Fees

Each Fund pays 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). From January 1, 2014 through July 30, 2014, the Sponsor paid brokerage commissions on VIX futures contracts for the Matching VIX Funds. On July 31, 2014, the Sponsor began paying, and is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

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.

122

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 are reflected on each respective Fund’s Schedule of Investments. Certain Funds utilized a varying level of derivative instruments in conjunction with investment securities in seeking to meet their investment objective during the period. While the volume of open positions may vary on a daily basis as each Fund transacts derivatives contracts in order to achieve the appropriate exposure to meet its investment objective the volume of these open positions relative to the net assets of each respective Fund at the date of this report is generally representative of open positions throughout the reporting period. Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type.

Futures Contracts

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

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

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk or equity market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying index or commodity and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal but some counterparty risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against default. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified times during the trading day. Futures contracts prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a Fund to substantial losses. If trading is not possible, or if a Fund determines not to close a futures position in anticipation of adverse price movements, the Fund will be required to make daily cash payments of variation margin. The risk the Fund will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market.

123

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 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. 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 level of the benchmark increases and would be required to make payments to the swap counterparties in the event the level of 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 level of the benchmark increases and would be entitled to settlement payments in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each Fund’s entitlements over its obligations with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated account by the Funds’ 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 and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at March 31, 2015 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.

124

The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted above, collateral posted in connection with uncleared derivative transactions is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks in connection with uncleared swaps by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of March 31, 2015, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

The counterparty/credit risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

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 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. As a result of the Dodd-Frank Act, the CFTC now regulates non-deliverable forwards (including deliverable forwards where the parties do not take delivery). Certain non-deliverable forward contracts, such as non-deliverable foreign exchange forwards, may be subject to regulation as swap agreements, including mandatory clearing. Changes in the forward markets may entail increased costs and result in burdensome reporting requirements.

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.

125

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of March 31, 2015, the collateral posted by counterparties consisted of cash and/or 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.

126

Fair Value of Derivative Instruments

as of March 31, 2015

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for

as hedging

instruments

Statements of

Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of

Financial

Condition

Location

Fund

Unrealized
Depreciation

Managed Futures Contracts

Receivables on open futures contracts

ProShares Managed Futures Strategy

190,575

Payable on open futures contracts

ProShares Managed Futures Strategy

107,342

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF

710,151

Payable on open futures contracts

ProShares VIX Short-Term Futures ETF

5,816,262

ProShares VIX Mid-Term Futures ETF

116,200

ProShares VIX Mid-Term Futures ETF

616,590

ProShares Short VIX Short-Term Futures ETF

8,591,734

ProShares Short VIX Short-Term Futures ETF

1,599,750

ProShares Ultra VIX Short-Term Futures ETF

6,202,210

ProShares Ultra VIX Short-Term Futures ETF

55,127,903

Commodities Contracts

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

ProShares UltraShort Bloomberg Commodity

276,625

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

ProShares UltraShort Gold

1,588,121

ProShares UltraShort Bloomberg Crude Oil

44,263,734

ProShares UltraShort Silver

3,736,183

ProShares UltraShort Bloomberg Natural Gas

859,740

ProShares Ultra Bloomberg Commodity

129,433

ProShares UltraShort Silver

3,095

ProShares Ultra Bloomberg Crude Oil

142,337,660

ProShares Ultra Gold

1,666,988

ProShares Ultra Bloomberg Natural Gas

7,437,631

ProShares Ultra Silver

22,620,868

ProShares Ultra Silver

3,320

Foreign Exchange Contracts

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

ProShares Short Euro

109,769

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

ProShares UltraShort Euro

2,088,667

ProShares UltraShort Australian Dollar

419,850

ProShares UltraShort Yen

57,733

ProShares UltraShort Euro

25,478,862

ProShares Ultra Australian Dollar

57,414

ProShares UltraShort Yen

725,490

ProShares Ultra Euro

780,795

ProShares Ultra Euro

2,045

ProShares Ultra Yen

41,178

Total Trust

112,237,936

Total Trust

221,525,982

*	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.

127

Fair Value of Derivative Instruments

as of December 31, 2014

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for

as hedging

instruments

Statements of

Financial

Condition

Location

Fund

Unrealized
Appreciation

Statements of

Financial

Condition

Location

Fund

Unrealized
Depreciation

Managed Futures Contracts

Receivables on open futures contracts

ProShares Managed Futures Strategy

122,831

Payable on open futures contracts

ProShares Managed Futures Strategy

18,504

VIX Futures Contracts

Receivables on open futures contracts

ProShares VIX Short-Term Futures ETF

6,264,620

Payable on open futures contracts

ProShares VIX Mid-Term Futures ETF

222,845

ProShares VIX Mid-Term Futures ETF

483,510

ProShares Short VIX Short-Term ETF

16,352,149

ProShares Ultra VIX Short-Term Futures ETF

39,585,253

Commodities Contracts

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

ProShares UltraShort Bloomberg Commodity

567,259

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

ProShares UltraShort Gold

2,287,298

ProShares UltraShort Bloomberg Crude Oil

42,824,680

ProShares UltraShort Silver

204,570

ProShares UltraShort Bloomberg Natural Gas

3,941,465

ProShares Ultra Bloomberg Commodity

331,338

ProShares UltraShort Silver

801,083

ProShares Ultra Bloomberg Crude Oil

122,655,884

ProShares Ultra Gold

2,055,734

ProShares Ultra Bloomberg Natural Gas

34,889,283

ProShares Ultra Silver

12,396,680

Foreign Exchange Contracts

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

ProShares Short Euro

385,331

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

ProShares UltraShort Euro

2,256,771

ProShares UltraShort Australian Dollar

743,481

ProShares UltraShort Yen

2,149,924

ProShares UltraShort Euro

19,019,765

ProShares Ultra Australian Dollar

96,825

ProShares UltraShort Yen

571,149

ProShares Ultra Euro

106,292

ProShares Ultra Euro

2,921

ProShares Ultra Yen

15,649

ProShares Ultra Yen

404

Total Trust

117,369,486

Total Trust

193,984,012

128

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 2015


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
Managed Futures Contracts	Net realized gain (loss) on futures contracts / changes in unrealized appreciation/depreciation on futures contracts	ProShares Managed Futures Strategy	$	119,252		$	(21,094	)

VIX Futures Contracts	Net realized gain (loss) on futures contracts, changes in unrealized appreciation/ depreciation on futures contracts	ProShares VIX Short-Term Futures ETF		(8,978,330	)		(11,370,731	)
		ProShares VIX Mid-Term Futures ETF		126,671			(761,055	)
		ProShares Short VIX Short-Term Futures ETF		23,811,285			23,344,133
		ProShares Ultra VIX Short-Term Futures ETF		(135,093,226	)		(88,510,946	)

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 Bloomberg Commodity		856,549			(290,634	)
		ProShares UltraShort Bloomberg Crude Oil		44,649,872			1,439,054
		ProShares UltraShort Bloomberg Natural Gas		5,179,268			(3,081,725	)
		ProShares UltraShort Gold		1,918,530			699,177
		ProShares UltraShort Silver		(1,361,705	)		(4,329,601	)
		ProShares Ultra Bloomberg Commodity		(520,459	)		201,905
		ProShares Ultra Bloomberg Crude Oil		(173,683,119	)		(19,681,776	)
		ProShares Ultra Bloomberg Natural Gas		(45,836,964	)		27,451,658
		ProShares Ultra Gold		(2,987,756	)		(388,746	)
		ProShares Ultra Silver		(17,769,093	)		35,014,228

Foreign Exchange Contracts	Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts	ProShares Short Euro		2,057,094			(275,562	)
		ProShares UltraShort Australian Dollar		2,979,670			(323,631	)
		ProShares UltraShort Euro		107,515,818			6,627,201
		ProShares UltraShort Yen		(5,107,734	)		2,246,532
		ProShares Ultra Australian Dollar		(376,158	)		39,411
		ProShares Ultra Euro		(1,065,216	)		(675,379	)
		ProShares Ultra Yen		(80,612	)		(25,933	)

		Total Trust	$	(203,646,363	)	$	(32,673,514	)

129

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended March 31, 2014


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
VIX Futures Contracts	Net realized gain (loss) on futures contracts / changes in unrealized appreciation/ depreciation on futures contracts	ProShares VIX Short-Term Futures ETF	$	15,779,707		$	11,625,721
		ProShares VIX Mid-Term Futures ETF		(5,397,902	)		2,889,479
		ProShares Short VIX Short-Term Futures ETF		2,731,436			(33,756	)
		ProShares Ultra VIX Short-Term Futures ETF		(3,546,304	)		(5,691,916	)

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 Bloomberg Commodity		(635,695	)		129,934
		ProShares UltraShort Bloomberg Crude Oil		(12,278,001	)		(3,391,572	)
		ProShares UltraShort Bloomberg Natural Gas		(9,215,034	)		3,437,020
		ProShares UltraShort Gold		(22,149,687	)		2,901,049
		ProShares UltraShort Silver		(12,614,405	)		9,961,567
		ProShares Ultra Bloomberg Commodity		537,342			(129,206	)
		ProShares Ultra Bloomberg Crude Oil		21,193,668			484,711
		ProShares Ultra Bloomberg Natural Gas		16,803,375			1,805,128
		ProShares Ultra Gold		23,433,620			(5,199,398	)
		ProShares Ultra Silver		73,955,572			(55,636,611	)

Foreign Exchange Contracts	Net realized gain (loss) on futures and/or foreign currency forward contracts/changes in unrealized appreciation/ depreciation on futures and/or foreign currency forward contracts	ProShares Short Euro		(66,588	)		81,131
		ProShares UltraShort Australian Dollar		(78,609	)		(2,139,484	)
		ProShares UltraShort Euro		(12,182,041	)		10,024,197
		ProShares UltraShort Yen		(102,730	)		(24,540,300	)
		ProShares Ultra Australian Dollar		(27,427	)		311,205
		ProShares Ultra Euro		85,136			(79,978	)
		ProShares Ultra Yen		(10,517	)		118,080

		Total Trust	$	76,214,916		$	(53,072,999	)

130

Offsetting Assets and Liabilities

The Funds are subject to master netting agreements or similar arrangements that allow for amounts owed between the Funds and the counterparty to be netted upon an early termination. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The master netting agreements or similar arrangements do not apply to amounts owed to/from different counterparties. As described above, the Funds utilize derivative instruments to achieve their investment objective during the year. The amounts shown in the Statements of Financial Condition do not take into consideration the effects of legally enforceable master netting agreements or similar arrangements. For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Financial Condition.

The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of March 31, 2015:


Fair Values of Derivative Instruments as of March 31, 2015
	Assets						Liabilities
	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Assets presented in the Statements of Financial Condition		Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Liabilities presented in the Statements of Financial Condition
ProShares UltraShort Bloomberg Commodity
Swap agreements		276,625		—		276,625		—		—		—
ProShares UltraShort Bloomberg Crude Oil
Swap agreements		26,857,473		—		26,857,473		—		—		—
ProShares UltraShort Gold
Forward agreements		—		—		—		1,582,081		—		1,582,081
ProShares UltraShort Silver
Forward agreements		—		—		—		3,736,183		—		3,736,183
ProShares UltraShort Euro
Foreign currency forward contracts		25,478,862		—		25,478,862		2,088,667		—		2,088,667
ProShares UltraShort Yen
Foreign currency forward contracts		725,490		—		725,490		57,733		—		57,733
ProShares Ultra Bloomberg Commodity
Swap agreements		—		—		—		129,433		—		129,433
ProShares Ultra Bloomberg Crude Oil
Swap agreements		—		—		—		78,474,219		—		78,474,219
ProShares Ultra Gold
Forward agreements		1,660,968		—		1,660,968		—		—		—
ProShares Ultra Silver
Forward agreements		22,620,868		—		22,620,868		—		—		—
ProShares Ultra Euro
Foreign currency forward contracts		2,045		—		2,045		780,795		—		780,795
ProShares Ultra Yen
Foreign currency forward contracts		—		—		—		41,178		—		41,178

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at March 31, 2015. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.

131


Gross Amounts Not Offset in the Statements of Financial Condition as of March 31, 2015
	Amounts of Recognized Assets / (Liabilities) presented in the Statements of Financial Condition			Financial Instruments for the Benefit of (the Funds) / the Counterparties			Cash Collateral for the Benefit of (the Funds) / the Counterparties			Net Amount
ProShares UltraShort Bloomberg Commodity
Deutsche Bank AG		118,941			—			—			118,941
Goldman Sachs International		113,070			—			—			113,070
UBS AG		44,614			—			—			44,614
ProShares UltraShort Bloomberg Crude Oil
Deutsche Bank AG		9,502,897			—			(6,400,000	)		3,102,897
Goldman Sachs International		7,090,832			(4,179,789	)		—			2,911,043
Societe Generale S.A.		2,850,353			(2,850,353	)		—			—
UBS AG		7,413,391			(4,951,884	)		—			2,461,507
ProShares UltraShort Gold
Deutsche Bank AG		(647,913	)		647,913			—			—
Goldman Sachs International		(370,015	)		370,015			—			—
Societe Generale S.A.		(375,583	)		375,583			—			—
UBS AG		(188,570	)		188,570			—			—
ProShares UltraShort Silver
Deutsche Bank AG		(1,877,505	)		1,877,505			—			—
Goldman Sachs International		(860,699	)		860,699			—			—
Societe Generale S.A.		(296,399	)		296,399			—			—
UBS AG		(701,580	)		701,580			—			—
ProShares UltraShort Euro
Goldman Sachs International		11,076,250			(7,250,046	)		—			3,826,204
UBS AG		12,313,945			(9,399,102	)		—			2,914,843
ProShares UltraShort Yen
Goldman Sachs International		446,692			(446,692	)		—			—
UBS AG		221,065			(221,065	)		—			—
ProShares Ultra Bloomberg Commodity
Deutsche Bank AG		(54,521	)		54,521			—			—
Goldman Sachs International		(55,872	)		55,872			—			—
UBS AG		(19,040	)		19,040			—			—
ProShares Ultra Bloomberg Crude Oil
Deutsche Bank AG		(24,270,565	)		24,270,565			—			—
Goldman Sachs International		(24,277,344	)		24,277,344			—			—
Societe Generale S.A.		(8,155,514	)		8,155,514			—			—
UBS AG		(21,770,796	)		21,770,796			—			—
ProShares Ultra Gold
Deutsche Bank AG		895,425			—			(800,000	)		95,425
Goldman Sachs International		346,843			(311,985	)		—			34,858
Societe Generale S.A.		90,113			(90,113	)		—			—
UBS AG		328,587			(302,741	)		—			25,846
ProShares Ultra Silver
Deutsche Bank AG		12,075,006			—			(12,075,006	)		—
Goldman Sachs International		4,343,236			(4,343,236	)		—			—
Societe Generale S.A.		2,548,949			(2,548,949	)		—			—
UBS AG		3,653,677			(3,653,677	)		—			—
ProShares Ultra Euro
Goldman Sachs International		(361,029	)		361,029			—			—
UBS AG		(417,721	)		417,721			—			—
ProShares Ultra Yen
Goldman Sachs International		(15,605	)		15,605			—			—
UBS AG		(25,573	)		25,573			—			—

132


Fair Values of Derivative Instruments as of December 31, 2014
	Assets						Liabilities
	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Assets presented in the Statements of Financial Condition		Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Liabilities presented in the Statements of Financial Condition
ProShares UltraShort Bloomberg Commodity
Swap agreements		567,259		—		567,259		—		—		—
ProShares UltraShort Bloomberg Crude Oil
Swap agreements		27,018,077		—		27,018,077		—		—		—
ProShares UltraShort Gold
Forward agreements		—		—		—		2,282,778		—		2,282,778
ProShares UltraShort Silver
Forward agreements		799,523		—		799,523		204,570		—		204,570
ProShares UltraShort Euro
Foreign currency forward contracts		19,019,765		—		19,019,765		2,256,771		—		2,256,771
ProShares UltraShort Yen
Foreign currency forward contracts		571,149		—		571,149		2,149,924		—		2,149,924
ProShares Ultra Bloomberg Commodity
Swap agreements		—		—		—		331,338		—		331,338
ProShares Ultra Bloomberg Crude Oil
Swap agreements		—		—		—		76,181,097		—		76,181,097
ProShares Ultra Gold
Forward agreements		2,051,154		—		2,051,154		—		—		—
ProShares Ultra Silver
Forward agreements		—		—		—		12,395,120		—		12,395,120
ProShares Ultra Euro
Foreign currency forward contracts		2,921		—		2,921		106,292		—		106,292
ProShares Ultra Yen
Foreign currency forward contracts		404		—		404		15,649		—		15,649

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, 2014. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.

133


Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2014
	Amounts of Recognized Assets / (Liabilities) presented in the Statements of Financial Condition			Financial Instruments for the Benefit of (the Funds) / the Counterparties			Cash Collateral for the Benefit of (the Funds) / the Counterparties			Net Amount
ProShares UltraShort Bloomberg Commodity
Deutsche Bank AG		243,474			—			—			243,474
Goldman Sachs International		240,271			—			—			240,271
UBS AG		83,514			—			—			83,514
ProShares UltraShort Bloomberg Crude Oil
Deutsche Bank AG		7,669,493			—			(6,800,000	)		869,493
Goldman Sachs International		8,362,336			(7,598,657	)		—			763,679
Societe Generale S.A.		2,132,657			(2,132,657	)		—			—
UBS AG		8,853,591			(8,281,350	)		—			572,241
ProShares UltraShort Gold
Deutsche Bank AG		(1,422,997	)		1,422,997			—			—
Goldman Sachs International		(354,660	)		354,660			—			—
Societe Generale S.A.		(182,225	)		182,225			—			—
UBS AG		(322,896	)		322,896			—			—
ProShares UltraShort Silver
Deutsche Bank AG		462,619			—			(462,619	)		—
Goldman Sachs International		138,563			(138,563	)		—			—
Societe Generale S.A.		198,341			(198,341	)		—			—
UBS AG		(204,570	)		204,570			—			—
ProShares UltraShort Euro
Goldman Sachs International		8,193,303			(6,008,925	)		—			2,184,378
UBS AG		8,569,691			(6,592,366	)		(11,518	)		1,965,807
ProShares UltraShort Yen
Goldman Sachs International		(1,466,239	)		1,466,239			—			—
UBS AG		(112,536	)		112,536			—			—
ProShares Ultra Bloomberg Commodity
Deutsche Bank AG		(143,751	)		143,751			—			—
Goldman Sachs International		(138,532	)		138,532			—			—
UBS AG		(49,055	)		49,055			—			—
ProShares Ultra Bloomberg Crude Oil
Deutsche Bank AG		(24,223,667	)		24,223,667			—			—
Goldman Sachs International		(24,285,701	)		24,285,701			—			—
Societe Generale S.A.		(5,528,160	)		5,528,160			—			—
UBS AG		(22,143,569	)		22,143,569			—			—
ProShares Ultra Gold
Deutsche Bank AG		1,231,694			—			(1,231,694	)		—
Goldman Sachs International		222,126			—			—			222,126
Societe Generale S.A.		190,591			(190,591	)		—			—
UBS AG		406,743			(406,743	)		—			—
ProShares Ultra Silver
Deutsche Bank AG		(6,220,069	)		6,220,069			—			—
Goldman Sachs International		(2,124,796	)		2,124,796			—			—
Societe Generale S.A.		(1,384,207	)		1,384,207			—			—
UBS AG		(2,666,048	)		2,666,048			—			—
ProShares Ultra Euro
Goldman Sachs International		(38,856	)		38,856			—			—
UBS AG		(64,515	)		64,515			—			—
ProShares Ultra Yen
Goldman Sachs International		(12,255	)		12,255			—			—
UBS AG		(2,990	)		2,990			—			—

134

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 Managed Futures Fund will pay the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.75% per annum of its average daily net assets. The Sponsor did not and will not charge the Management Fee in the first year of operation of each Fund in an amount equal to the offering costs. The Sponsor reimbursed 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 all of the routine operational, administrative and other ordinary expenses of each Fund, generally as determined by the Sponsor, including but not limited to the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent, accounting and auditing fees and expenses, any index licensors for the Funds, 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 Schedule 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.

Each Fund incurs and pays its 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 which are unexpected or unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds.

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.

135

Non-Recurring Fees and Expenses

Each Fund pays all its 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 which are unexpected or unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

NOTE 5 – OFFERING COSTS

Offering costs will be amortized by the Funds over a twelve month period on a straight-line basis beginning once the fund commences operations. The Sponsor did not and will not charge its Management Fee in the first year of operations of the Managed Futures Fund in an amount equal to the offering costs. The Sponsor will reimburse the Managed Futures Fund to the extent its offering costs exceed 0.75% of its average daily NAV for the first year of operations. Normal and expected expenses incurred in connection with the continuous offering of Shares of the Managed Futures Fund after the commencement of its trading operations will be paid by the Sponsor.

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 the Managed Futures Fund and 25,000 Shares of a Matching VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. As a result of the Share splits and reverse Share splits as described in Note 1, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

Except when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements, such as references to the Transaction Fees imposed on purchases and redemptions, is not relevant to retail investors.

Transaction Fees on Creation and Redemption Transactions

The manner by which Creation Units are purchased or redeemed is dictated by the terms of the Authorized Participant Agreement and Authorized Participant Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian; and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position or block trade whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded futures contracts at or near the closing settlement price for such contracts on the purchase order date.

Authorized Participants may pay a fixed transaction fee of up to $500 in connection with each order to create or redeem a Creation Unit in order to compensate BBH&Co., as the Administrator, the Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10% (and a variable transaction fee to the Matching VIX Funds of 0.05%) 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.

136

Transaction fees for the three months ended March 31, 2015, 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 March 31, 2015
Managed Futures Strategy	$	—
VIX Short-Term Futures ETF		33,403
VIX Mid-Term Futures ETF		5,138
Short VIX Short-Term Futures ETF		61,292
Ultra VIX Short-Term Futures ETF		336,970
UltraShort Bloomberg Commodity		—
UltraShort Bloomberg Crude Oil		131,659
UltraShort Bloomberg Natural Gas		2,813
UltraShort Gold		5,246
UltraShort Silver		9,000
Short Euro		—
UltraShort Australian Dollar		—
UltraShort Euro		—
UltraShort Yen		—
Ultra Bloomberg Commodity		—
Ultra Bloomberg Crude Oil		293,240
Ultra Bloomberg Natural Gas		4,663
Ultra Gold		1,459
Ultra Silver		10,508
Ultra Australian Dollar		—
Ultra Euro		—
Ultra Yen		—

Total Trust	$	895,391

137

NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended March 31, 2015:

For the Three Months Ended March 31, 2015 (unaudited)


Per Share Operating Performance	Managed Futures Strategy			VIX Short- Term Futures ETF			VIX Mid- Term Futures ETF			Short VIX Short-Term Futures ETF			Ultra VIX Short-Term Futures ETF			UltraShort Bloomberg Commodity			UltraShort Bloomberg Crude Oil
Net asset value, at December 31, 2014	$	21.1354		$	20.9321		$	63.6020		$	61.4004		$	25.0918		$	87.7495		$	77.9790

Net investment income (loss)		(0.0433	)		(0.0467	)		(0.1452	)		(0.1987	)		(0.0811	)		(0.2053	)		(0.2022	)
Net realized and unrealized gain (loss)#		0.3763			(3.8007	)		(2.0840	)		6.4726			(9.8209	)		9.4334			8.9543
Change in net asset value from operations		0.3330			(3.8474	)		(2.2292	)		6.2739			(9.9020	)		9.2281			8.7521
Net asset value, at March 31, 2015	$	21.4684		$	17.0847		$	61.3728		$	67.6743		$	15.1898		$	96.9776		$	86.7311

Market value per share, at December 31, 2014†	$	21.28		$	20.99		$	63.89		$	61.16		$	25.15		$	87.44		$	76.52
Market value per share, at March 31, 2015†	$	21.50		$	17.01		$	61.09		$	68.04		$	15.05		$	98.25		$	87.14

Total Return, at net asset value		1.6	%		(18.4	)%		(3.5	)%		10.2	%		(39.5	)%		10.5	%		11.2	%
Total Return, at market value		1.0	%		(19.0	)%		(4.4	)%		11.2	%		(40.2	)%		12.4	%		13.9	%

Ratios to Average Net Assets

Expense ratio		(0.82	)%		(0.99	)%		(0.97	)%		(1.39	)%		(1.68	)%		(0.95	)%		(1.02	)%
Expense ratio, excluding brokerage commissions		(0.75	)%		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.82	)%		(0.96	)%		(0.93	)%		(1.36	)%		(1.65	)%		(0.91	)%		(0.99	)%

#	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.

138

For the three months Ended March 31, 2015 (unaudited)


Per Share Operating Performance	UltraShort Bloomberg Natural Gas			UltraShort Gold			UltraShort Silver			Short Euro			UltraShort Australian Dollar			UltraShort Euro			UltraShort Yen
Net asset value, at December 31, 2014	$	83.9577		$	96.6516		$	115.6143		$	40.0617		$	51.3790		$	21.5946		$	89.3336

Net investment income (loss)		(0.2743	)		(0.2107	)		(0.2305	)		(0.0995	)		(0.1346	)		(0.0548	)		(0.1983	)
Net realized and unrealized gain (loss)#		3.8028			1.3794			(14.2099	)		4.8906			6.1975			5.4097			(0.1606	)
Change in net asset value from operations		3.5285			1.1687			(14.4404	)		4.7911			6.0629			5.3549			(0.3589	)
Net asset value, at March 31, 2015	$	87.4862		$	97.8203		$	101.1739		$	44.8528		$	57.4419		$	26.9495		$	88.9747

Market value per share, at December 31, 2014†	$	82.03		$	100.22		$	119.39		$	40.03		$	51.37		$	21.61		$	89.30
Market value per share, at March 31, 2015†	$	87.54		$	98.18		$	100.85		$	44.87		$	57.34		$	26.95		$	88.91

Total Return, at net asset value		4.2	%		1.2	%		(12.5	)%		12.0	%		11.8	%		24.8	%		(0.4	)%
Total Return, at market value		6.7	%		(2.0	)%		(15.5	)%		12.1	%		11.6	%		24.7	%		(0.4	)%

Ratios to Average Net Assets

Expense ratio		(1.43	)%		(0.95	)%		(0.95	)%		(0.97	)%		(1.02	)%		(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)		(1.39	)%		(0.91	)%		(0.90	)%		(0.94	)%		(1.00	)%		(0.90	)%		(0.91	)%

#	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.

139

For the three months Ended March 31, 2015 (unaudited)


Per Share Operating Performance	Ultra Bloomberg Commodity			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Gold			Ultra Silver			Ultra Australian Dollar			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2014	$	13.0337		$	10.1480		$	15.4123		$	40.0011		$	39.3657		$	27.4003		$	19.8744		$	14.1189

Net investment income (loss)		(0.0276	)		(0.0184	)		(0.0387	)		(0.0903	)		(0.0938	)		(0.0614	)		(0.0375	)		(0.0321	)
Net realized and unrealized gain (loss)#		(1.5924	)		(3.3046	)		(3.9570	)		(1.5312	)		2.2087			(3.3673	)		(4.2942	)		(0.0871	)
Change in net asset value from operations		(1.6200	)		(3.3230	)		(3.9957	)		(1.6215	)		2.1149			(3.4287	)		(4.3317	)		(0.1192	)
Net asset value, at March 31, 2015	$	11.4137		$	6.8250		$	11.4166		$	38.3796		$	41.4806		$	23.9716		$	15.5427		$	13.9997

Market value per share, at December 31, 2014†	$	12.86		$	10.37		$	15.78		$	38.41		$	38.05		$	27.43		$	19.80		$	14.12
Market value per share, at March 31, 2015†	$	11.70		$	6.79		$	11.39		$	38.14		$	41.69		$	24.20		$	15.54		$	13.99

Total Return, at net asset value		(12.4	)%		(32.7	)%		(25.9	)%		(4.1	)%		5.4	%		(12.5	)%		(21.8	)%		(0.8	)%
Total Return, at market value		(9.0	)%		(34.5	)%		(27.8	)%		(0.7	)%		9.6	%		(11.8	)%		(21.5	)%		(0.9	)%

Ratios to Average Net Assets

Expense ratio		(0.95	)%		(0.99	)%		(1.17	)%		(0.95	)%		(0.95	)%		(1.01	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.91	)%		(0.95	)%		(1.14	)%		(0.90	)%		(0.90	)%		(0.97	)%		(0.92	)%		(0.92	)%

#	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.

140

Selected data for a Share outstanding throughout the three months ended March 31, 2014:

For the Three Months Ended March 31, 2014 (unaudited)


Per Share Operating Performance	VIX Short- Term Futures ETF			VIX Mid- Term Futures ETF*			Short VIX Short-Term Futures ETF			Ultra VIX Short-Term Futures ETF			UltraShort Bloomberg Commodity			UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas
Net asset value, at December 31, 2013	$	28.5387		$	77.1838		$	67.4993		$	67.0841		$	63.2936		$	31.7301		$	69.9635

Net investment income (loss)		(0.0577	)		(0.1532	)		(0.2209	)		(0.2919	)		(0.1332	)		(0.0690	)		(0.1225	)
Net realized and unrealized gain (loss)#		(0.2803	)		(3.0559	)		(5.4192	)		(6.4957	)		(8.4288	)		(3.1766	)		(25.9326	)
Change in net asset value from operations		(0.3380	)		(3.2091	)		(5.6401	)		(6.7876	)		(8.5620	)		(3.2456	)		(26.0551	)
Net asset value, at March 31, 2014	$	28.2007		$	73.9747		$	61.8592		$	60.2965		$	54.7316		$	28.4845		$	43.9084

Market value per share, at December 31, 2013†	$	28.53		$	77.16		$	67.47		$	67.12		$	58.41		$	31.58		$	69.36
Market value per share, at March 31, 2014†	$	28.10		$	74.00		$	61.97		$	59.91		$	55.25		$	28.54		$	43.71

Total Return, at net asset value		(1.2	)%		(4.2	)%		(8.4	)%		(10.1	)%		(13.5	)%		(10.2	)%		(37.2	)%
Total Return, at market value		(1.5	)%		(4.1	)%		(8.2	)%		(10.7	)%		(5.4	)%		(9.6	)%		(37.0	)%

Ratios to Average Net Assets
Expense ratio		(0.85	)%		(0.85	)%		(1.50	)%		(1.79	)%		(0.95	)%		(0.97	)%		(1.17	)%
Expense ratio, excluding brokerage commissions		(0.85	)%		(0.85	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.80	)%		(0.81	)%		(1.45	)%		(1.76	)%		(0.91	)%		(0.91	)%		(1.12	)%

*	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.

141

For the Three Months Ended March 31, 2014 (unaudited)


Per Share Operating Performance	UltraShort Gold			UltraShort Silver			Short Euro			UltraShort Australian Dollar			UltraShort Euro			UltraShort Yen			Ultra Bloomberg Commodity
Net asset value, at December 31, 2013	$	103.5180		$	89.7820		$	35.5867		$	46.6384		$	17.0613		$	70.8640		$	19.4317

Net investment income (loss)		(0.1979	)		(0.1773	)		(0.0799	)		(0.1073	)		(0.0373	)		(0.1459	)		(0.0464	)
Net realized and unrealized gain (loss)#		(15.0246	)		(6.8730	)		0.0037			(4.2001	)		(0.0976	)		(3.1017	)		2.7213
Change in net asset value from operations		(15.2225	)		(7.0503	)		(0.0762	)		(4.3074	)		(0.1349	)		(3.2476	)		2.6749
Net asset value, at March 31, 2014	$	88.2955		$	82.7317		$	35.5105		$	42.3310		$	16.9264		$	67.6164		$	22.1066

Market value per share, at December 31, 2013†	$	103.53		$	90.19		$	35.66		$	46.66		$	17.06		$	70.91		$	19.13
Market value per share, at March 31, 2014†	$	89.45		$	84.24		$	35.58		$	42.27		$	16.93		$	67.62		$	21.51

Total Return, at net asset value		(14.7	)%		(7.9	)%		(0.2	)%		(9.2	)%		(0.8	)%		(4.6	)%		13.8	%
Total Return, at market value		(13.6	)%		(6.6	)%		(0.2	)%		(9.4	)%		(0.8	)%		(4.6	)%		12.4	%

Ratios to Average Net Assets
Expense ratio		(0.95	)%		(0.95	)%		(0.96	)%		(1.01	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.89	)%		(0.89	)%		(0.91	)%		(0.95	)%		(0.88	)%		(0.88	)%		(0.91	)%

#	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.

142

For the Three Months Ended March 31, 2014 (unaudited)


Per Share Operating Performance	Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Gold			Ultra Silver			Ultra Australian Dollar			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2013	$	32.0899		$	38.8383		$	41.2553		$	63.3305		$	31.6801		$	26.0346		$	18.6318

Net investment income (loss)		(0.0712	)		(0.1183	)		(0.1060	)		(0.1535	)		(0.0733	)		(0.0566	)		(0.0428	)
Net realized and unrealized gain (loss)#		2.6074			6.4173			5.8746			2.0543			2.8368			0.0512			0.7168
Change in net asset value from operations		2.5362			6.2990			5.7686			1.9008			2.7635			(0.0054	)		0.6740
Net asset value, at March 31, 2014	$	34.6261		$	45.1373		$	47.0239		$	65.2313		$	34.4436		$	26.0292		$	19.3058

Market value per share, at December 31, 2013†	$	32.22		$	39.28		$	41.26		$	63.04		$	31.61		$	25.98		$	18.61
Market value per share, at March 31, 2014†	$	34.56		$	45.32		$	46.34		$	64.12		$	34.46		$	25.98		$	19.29

Total Return, at net asset value		7.9	%		16.2	%		14.0	%		3.0	%		8.7	%		0.0	%**		3.6	%
Total Return, at market value		7.3	%		15.4	%		12.3	%		1.7	%		9.0	%		0.0	%**		3.7	%

Ratios to Average Net Assets
Expense ratio		(0.98	)%		(1.11	)%		(0.95	)%		(0.95	)%		(1.00	)%		(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	)%		(1.06	)%		(0.91	)%		(0.90	)%		(0.93	)%		(0.89	)%		(0.89	)%

#	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.

**	Amount represents less than 0.01%.

143

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 and the Managed Futures Fund 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 benchmark; (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; (10) accounting standards; and (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, overweighting or underweighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark.

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.

144

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 derivatives contracts (whether a clearing corporation in the case of cleared instruments or another third party in the case of OTC uncleared instruments). Unlike in futures contracts, the counterparty to uncleared swap agreements or forward contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, a Fund is subject to credit risk with respect to the amount it expects to receive from counterparties to uncleared swaps and forward contracts entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline.

The Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds; however there are no limitations on the percentage of its assets each Fund may invest in swap agreements or forward contracts with a particular counterparty. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major global financial institutions.

OTC swaps or forward contracts are less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. If the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap agreement or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss.

Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund.

The counterparty risk for cleared derivative transactions is generally lower than for uncleared 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 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.

145

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 November 2014 may specify a January 2015 expiration. As that contract nears expiration, it may be replaced by selling the January 2015 contract and purchasing the contract expiring in March 2015. 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 January 2015 contract would take place at a price that is higher than the price at which the March 2015 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, the Managed Futures 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, the Managed Futures Fund 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 applicable VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

Gold and silver historically exhibit persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. It is generally believed this is because the market needs to build inventories for most of the year in order to have enough storage to make it through a normal winter. Periods of backwardation are typically thought to be caused by demand shocks or supply shortages such as an unusually cold winter or a hurricane.

Shareholder Concentration

As of March 31, 2015, ProShares Morningstar Alternatives Solution ETF, an ETF affiliated with the Funds, owned 65% of the outstanding shares of the Managed Futures Fund. Subscription and redemption activity by concentrated shareholders may have a significant effect on the operations of the Fund.

146

Other Matters

On September 9, 2014, NYSE Regulation, Inc. (“NYSE Regulation”) sent a letter informing the Sponsor that ProShares Ultra Australian Dollar failed to comply with continued NYSE Arca Equities, Inc. listing standards regarding its number of record or beneficial holders. The Sponsor sent a written plan (“Plan”) to the NYSE Regulation designed to increase and sustain a higher number of record or beneficial holders. Upon review and consideration of the Plan, the NYSE Regulation Staff has granted an extension allowing the continued listing of ProShares Ultra Australian Dollar through at least June 23, 2015. There is no guarantee that the Fund will be able to meet the continued listing standards and avoid a delisting action after that date. If the Fund is delisted, there will not be an active trading market for the Fund’s Shares. If investors need to sell their Fund Shares at a time when no active market for them exists, the price investors receive for the Fund’s Shares, assuming that investors are able to sell them, likely will be lower than the price that investors would receive if an active market did exist. In addition, if the Fund is delisted, the Fund would likely be forced to liquidate.

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. The subsequent events were as follows:

On May 1, 2015, the Trust announced a 1-for-4 reverse split of the Shares of beneficial interest of ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Natural Gas and ProShares Ultra Yen.

On May 1, 2015, the Trust announced a 1-for-5 reverse split of the Shares of beneficial interest of ProShares Ultra VIX Short-Term Futures ETF and ProShares Ultra Bloomberg Crude Oil.

The reverse splits will increase the price per Share of each Fund with a proportionate decrease in the number of Shares outstanding. For example, for a 1-for-4 reverse split, every four pre-split Shares will result in the receipt of one post-split Share, which will be priced four times higher than the NAV of a pre-split Share.

The reverse splits will be effective for shareholders of record after the close of the markets on May 19, 2015. All reverse splits will be effective at the market open on May 20, 2015, when the Funds will begin trading at their post-split price. The ticker symbol for the Funds will not change. Each of the Funds undergoing a reverse split will be issued a new CUSIP number, listed below.


Ticker	Fund	Split Ratio	Old CUSIP	New CUSIP
UCD	Ultra Bloomberg Commodity	1:4	74347W106	74347W288
BOIL	Ultra Bloomberg Natural Gas	1:4	74347W122	74347W296
YCL	Ultra Yen	1:4	74347W866	74347W270
UVXY	Ultra VIX Short-Term Futures ETF	1:5	74347W346	74347W312
UCO	Ultra Bloomberg Crude Oil	1:5	74347W650	74347W320

The Shares outstanding and per Share information for ProShares Ultra VIX Short-Term Futures ETF, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg Natural Gas and ProShares Ultra Yen disclosed in the financial statements and notes to the financial statements have not been retroactively adjusted to give effect to the reverse splits. Presented below are pro forma Shares outstanding and per Share information after giving retroactive effect for the reverse splits.

Pro forma information, giving retroactive effect to the reverse splits, is as follows:

For the Three Months Ended March 31, 2015 (unaudited)


Per Share Operating Performance	Ultra VIX Short-Term Futures ETF			Ultra Bloomberg Commodity			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Yen
Net asset value, at December 31, 2014	$	125.4591		$	52.1342		$	50.7400		$	61.6491		$	56.4747
Net investment income (loss)		(0.4056	)		(0.1104	)		(0.0920	)		(0.1548	)		(0.1283	)
Net realized and unrealized gain (loss)		(49.1045	)		(6.3693	)		(16.5231	)		(15.8280	)		(0.3478	)
Change in net asset value from operations		(49.5101	)		(6.4797	)		(16.6151	)		(15.9828	)		(0.4761	)
Net asset value, at March 31, 2015	$	75.9490		$	45.6545		$	34.1249		$	45.6663		$	55.9986
Market value per share, at December 31, 2014	$	125.75		$	51.44		$	51.85		$	63.12		$	56.48
Market value per share, at March 31, 2015	$	75.25		$	46.80		$	33.95		$	45.56		$	55.96

As of March 31, 2015 and December 31, 2014 (unaudited)

Shares outstanding	Ultra VIX Short-Term Futures ETF			Ultra Bloomberg Commodity			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Yen
Shares outstanding, at March 31, 2015		9,134,020			50,004			29,439,834			1,342,485			100,004
Shares outstanding, at December 31, 2014		2,804,020			50,004			8,879,834			1,142,485			37,504

For the Three Months Ended March 31, 2015 (unaudited)

Net income (loss) per weighted-average share	Ultra VIX Short-Term Futures ETF			Ultra Bloomberg Commodity			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Yen
Net income (loss) per weighted-average share	$	(44.65	)	$	(6.48	)	$	(9.74	)	$	(13.91	)	$	(1.64	)
Weighted-average shares outstanding		5,053,242			50,004			20,040,390			1,336,652			70,837

Pro forma information, giving retroactive effect to the reverse splits, is as follows:

For the Three Months Ended March 31, 2014 (unaudited)


Per Share Operating Performance	Ultra VIX Short-Term Futures ETF			Ultra Bloomberg Commodity			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Yen
Net asset value, at December 31, 2013	$	335.4203		$	77.7259		$	160.4495		$	155.3534		$	74.5261
Net investment income (loss)		(1.4595	)		(0.1855	)		(0.3562	)		(0.4732	)		(0.1712	)
Net realized and unrealized gain (loss)	$	(32.4784	)	$	10.8849			13.0370		$	25.6692		$	2.8673
Change in net asset value from operations	$	(33.9379	)	$	10.6994			12.6808		$	25.1960		$	2.6961
Net asset value, at March 31, 2014	$	301.4824		$	88.4253		$	173.1303		$	180.5494		$	77.2222
Market value per share, at December 31, 2013	$	335.60		$	76.52		$	161.10		$	157.12		$	74.44
Market value per share, at March 31, 2014	$	299.55		$	86.04		$	172.80		$	181.28		$	77.16

For the Three Months Ended March 31, 2014 (unaudited)

Net income (loss) per weighted-average share	Ultra VIX Short-Term Futures ETF			Ultra Bloomberg Commodity			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Yen
Net income (loss) per weighted-average share	$	(13.89	)	$	10.70		$	22.80		$	74.42		$	2.70
Weighted-average shares outstanding		742,920			37,504			936,056			248,458			37,504

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Item 2.

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

This information should be read in conjunction with the financial statements and notes to the financial statements included with this Quarterly Report on Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor or the Trustee (as each term is defined below) assumes responsibility for the accuracy or completeness of any forward-looking statements. Except as expressly required by federal securities laws, none of the Trust, the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in expectations or predictions.

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of March 31, 2015, the following twenty-two series of the Trust have commenced investment operations: (i) ProShares Managed Futures Strategy (the “Managed Futures Fund”); (ii) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (iii) ProShares Short VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares UltraShort Bloomberg Commodity, ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg 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”); and (v) ProShares Short Euro (the “Short Euro Fund”). 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 Fund. The Shares of each 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.

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.

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On May 1, 2015, the Trust announced a 1-for-4 reverse split of the Shares of beneficial interest of ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Natural Gas and ProShares Ultra Yen and a 1-for-5 reverse split of the Shares of beneficial interest of ProShares Ultra VIX Short-Term Futures ETF and ProShares Ultra Bloomberg Crude Oil. The reverse splits will be effective for shareholders of record after the close of the markets on May 19, 2015. All reverse splits will be effective at the market open on May 20, 2015, when the Funds will begin trading at their post-split price. The Shares outstanding and per Share information for ProShares Ultra VIX Short-Term Futures ETF, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg Natural Gas and ProShares Ultra Yen disclosed in the financial statements and notes to the financial statements as well as in Management’s Discussion and Analysis of Financial Condition and Results of Operations have not been retroactively adjusted to give effect to the reverse splits. Refer to Note 9 Subsequent Events in the notes to the financial statements for the pro forma Shares outstanding and per Share information after giving retroactive effect for the reverse splits.

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 its applicable commodity futures index, commodity, currency exchange rate or equity volatility index. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “leveraged” investment results for the Geared Funds.

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. 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 Managed Futures Fund seeks to provide investment results (before fees and expenses) that correspond to the performance of the S&P Strategic Futures Index (“SFI”). The Managed Futures Fund intends to obtain exposure to the SFI by primarily investing in unleveraged positions in commodity futures contracts as well as currency and U.S. Treasury futures contracts that are deemed to have sufficient liquidity.

ProShares UltraShort Bloomberg Commodity, ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Crude Oil and ProShares Ultra Bloomberg Natural Gas

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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.

Until March 19, 2015, the price of gold for each of ProShares Ultra Short Gold and ProShares Ultra Gold was the U.S. dollar price of gold bullion as measured by the London afternoon fixing price per troy ounce of unallocated gold bullion for delivery in London through a member of the LBMA, authorized to effect such delivery. On February 19, 2015, the LBMA, the company that ran the London gold fix, announced that, as of March 20, 2015, they would stop running the process. The LBMA selected ICE Benchmark Administration to calculate the price, which was renamed the LBMA Gold Price, based on an electronic, physically settled auction-based methodology effective March 20, 2015. The LBMA Gold Price is determined each trading day at 3:00 p.m. London time, providing a reference gold price for that day’s trading.

Each Geared Fund and the Managed Futures 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 months ended March 31, 2015 and 2014 each of the Funds earned interest income as follows:


	Interest Income Three Months Ended March 31, 2015		Interest Income Three Months Ended March 31, 2014
ProShares Managed Futures Strategy	$	—	$	—
ProShares VIX Short-Term Futures ETF		9,907		23,668
ProShares VIX Mid-Term Futures ETF		2,714		5,328
ProShares Short VIX Short-Term Futures ETF		29,929		24,205
ProShares Ultra VIX Short-Term Futures ETF		32,459		21,276
ProShares UltraShort Bloomberg Commodity		528		308
ProShares UltraShort Bloomberg Crude Oil		20,512		36,973
ProShares UltraShort Bloomberg Natural Gas		985		6,683
ProShares UltraShort Gold		8,196		15,195
ProShares UltraShort Silver		6,143		12,957
ProShares Short Euro		1,380		1,046
ProShares UltraShort Australian Dollar		1,107		3,864
ProShares UltraShort Euro		67,590		69,357
ProShares UltraShort Yen		45,048		78,224
ProShares Ultra Bloomberg Commodity		254		332
ProShares Ultra Bloomberg Crude Oil		76,242		21,701
ProShares Ultra Bloomberg Natural Gas		5,642		6,273
ProShares Ultra Gold		12,738		13,828
ProShares Ultra Silver		38,246		62,602
ProShares Ultra Australian Dollar		226		558
ProShares Ultra Euro		534		378
ProShares Ultra Yen		291		435

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Each Fund’s underlying swaps, futures, forward contracts and foreign currency 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 derivatives contracts involves each Fund entering into contractual commitments to purchase or sell a commodity, currency or spot volatility product underlying the Fund’s benchmark at a specified date and price, should it hold such derivatives contract into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, currency or spot volatility product, it would be required to make delivery of that commodity, currency or spot volatility product 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, currency or spot volatility product can rise is unlimited, entering into commitments to sell commodities, currencies or spot volatility products would expose a Fund to theoretically unlimited risk.

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 as well as certain swaps is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be

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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.

Certain 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 an uncleared 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;

•

requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily, subject to certain minimum thresholds;

•

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.

Off-Balance Sheet Arrangements and Contractual Obligations

As of May 11, 2015, 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.

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.

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Each Fund has significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in swaps, futures, forward contracts or foreign currency forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statements of Operations.

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements. The fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

For financial reporting purposes, the Leveraged Funds, the Short Euro Fund and the VIX Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain Leveraged Funds’, the Short Euro Fund’s and VIX Funds’ final creation/redemption NAV for the three months ended March 31, 2015.

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 last settled price. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards.

Fair value pricing may require subjective determinations about the value of an investment. While each Leveraged and VIX Fund’s policy is intended to result in a calculation of the Leveraged or the VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged and the VIX Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Leveraged or the VIX Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Leveraged or the VIX Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. See Note 2 in Item 1 of this Quarterly Report on Form 10-Q for further information.

Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

Each Fund pays its respective brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis. For the three months ended March 31, 2014, the Sponsor paid brokerage commissions on VIX futures contracts for the Matching VIX Funds. On July 31, 2014, the Sponsor began paying, and is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

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Results of Operations for the Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31, 2014

ProShares Managed Futures Strategy

Since the Fund commenced investment operations on October 1, 2014, comparisons of the Fund’s results of operations for the three months ended March 31, 2014 have not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015:


	Three Months Ended March 31, 2015
NAV beginning of period	$	6,340,845
NAV end of period	$	8,587,555
Percentage change in NAV		35.4	%
Shares outstanding beginning of period		300,010
Shares outstanding end of period		400,010
Percentage change in shares outstanding		33.3	%
Shares created		200,000
Shares redeemed		100,000
Per share NAV beginning of period	$	21.14
Per share NAV end of period	$	21.47
Percentage change in per share NAV		1.6	%
Percentage change in benchmark		1.6	%
Benchmark annualized volatility		6.2	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 300,010 outstanding Shares at December 31, 2014 to 400,010 outstanding Shares at March 31, 2015. 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 daily performance of the S&P Strategic Futures Index.

For the three months ended March 31, 2015, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 29, 2015 at $21.88 per Share and reached its low for the period on January 2, 2015 at $21.25 per Share.

The benchmark’s rise of 1.6% for the three months ended March 31, 2015, can be attributed to an appreciation in value of the futures contracts that make up the S&P Strategic Futures Index during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015:


	Three Months Ended March 31, 2015
Net investment income (loss)	$	(16,021	)
Management fee		—
Brokerage commission		1,334
Offering costs		16,221
Limitation by Sponsor		(1,534	)
Reduction to Limitation by Sponsor		—
Net realized gain (loss)		119,252
Change in net unrealized appreciation/depreciation		(21,094	)
Net income (loss)	$	82,137

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ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	111,459,325		$	270,398,554
NAV end of period	$	149,487,509		$	117,732,469
Percentage change in NAV		34.1	%		(56.5	)%
Shares outstanding beginning of period		5,324,812			9,474,812
Shares outstanding end of period		8,749,812			4,174,812
Percentage change in shares outstanding		64.3	%		(55.9	)%
Shares created		4,575,000			1,475,000
Shares redeemed		1,150,000			6,775,000
Per share NAV beginning of period	$	20.93		$	28.54
Per share NAV end of period	$	17.08		$	28.20
Percentage change in per share NAV		(18.4	)%		(1.2	)%
Percentage change in benchmark		(18.2	)%		(0.6	)%
Benchmark annualized volatility		64.4	%		60.8	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 5,324,812 outstanding Shares at December 31, 2014 to 8,749,812 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2014, 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 the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV also resulted in part from a decrease from 9,474,812 outstanding Shares at December 31, 2013 to 4,174,812 outstanding Shares at March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.4% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 1.2% for the three months ended March 31, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 15, 2015 at $24.15 per Share and reached its low for the period on March 30, 2015 at $16.61 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $36.25 per Share and reached its low for the period on January 22, 2014 at $26.66 per Share.

The benchmark’s decline of 18.2% for the three months ended March 31, 2015, as compared to the benchmark’s decline of 0.6% for the three months ended March 31, 2014, can be attributed to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(274,472	)	$	(353,797	)
Management fee		243,400			377,465
Brokerage commission		40,979			—
Net realized gain (loss)		(8,976,176	)		15,786,313
Change in net unrealized appreciation/depreciation		(11,371,875	)		11,621,137
Net income (loss)	$	(20,622,523	)	$	27,053,653

155

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2015.

ProShares VIX Mid-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	21,459,575		$	51,134,323
NAV end of period	$	28,379,030		$	57,792,817
Percentage change in NAV		32.2	%		13.0	%
Shares outstanding beginning of period		337,404			662,501
Shares outstanding end of period		462,404			781,251
Percentage change in shares outstanding		37.0	%		17.9	%
Shares created		200,000			275,000
Shares redeemed		75,000			156,250
Per share NAV beginning of period	$	63.60		$	77.18
Per share NAV end of period	$	61.37		$	73.97
Percentage change in per share NAV		(3.5	)%		(4.2	)%
Percentage change in benchmark		(3.3	)%		(3.9	)%
Benchmark annualized volatility		34.5	%		27.3	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 337,404 outstanding Shares at December 31, 2014 to 462,404 outstanding Shares at March 31, 2015. 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 March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 662,501 outstanding Shares at December 31, 2013 to 781,251 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 4.2% for the three months ended March 31, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 28, 2015 at $68.56 per Share and reached its low for the period on March 5, 2015 at $59.47 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $85.56 per Share and reached its low for the period on February 18, 2014 at $73.43 per Share.

The benchmark’s decline of 3.3% for the three months ended March 31, 2015, as compared to the benchmark’s decline of 3.9% for the three months ended March 31, 2014, 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 March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(63,559	)	$	(110,008	)
Management fee		58,236			115,336
Brokerage commission		8,037			—
Net realized gain (loss)		127,909			(5,397,419	)
Change in net unrealized appreciation/depreciation		(761,622	)		2,889,947
Net income (loss)	$	(697,272	)	$	(2,617,480	)

156

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a lesser decline in the prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended March 31, 2015.

*	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 VIX Mid-Term Futures ETF.

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	506,556,124		$	141,751,202
NAV end of period	$	280,850,972		$	213,416,566
Percentage change in NAV		(44.6	)%		50.6	%
Shares outstanding beginning of period		8,250,040			2,100,040
Shares outstanding end of period		4,150,040			3,450,040
Percentage change in shares outstanding		(49.7	)%		64.3	%
Shares created		2,150,000			2,850,000
Shares redeemed		6,250,000			1,500,000
Per share NAV beginning of period	$	61.40		$	67.50
Per share NAV end of period	$	67.67		$	61.86
Percentage change in per share NAV		10.2	%		(8.4	)%
Percentage change in benchmark		(18.2	)%		(0.6	)%
Benchmark annualized volatility		64.4	%		60.8	%

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 8,250,040 outstanding Shares at December 31, 2014 to 4,150,040 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 2,100,040 outstanding Shares at December 31, 2013 to 3,450,040 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 10.2% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 8.4% for the three months ended March 31, 2014, was primarily due to appreciation in the value of the assets of the fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 30, 2015 at $69.69 per Share and reached its low for the period on January 30, 2015 at $50.15 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 22, 2014 at $71.82 per Share and reached its low for the period on February 5, 2014 at $50.78 per Share.

The benchmark’s decline of 18.2% for the three months ended March 31, 2015, as compared to the benchmark’s decline of 0.6% for the three months ended March 31, 2014, can be attributed to a greater decline in the prices of the near-term futures contracts on the VIX Futures curve during the three months ended March 31, 2015.

157

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(1,492,492	)	$	(771,039	)
Management fee		1,039,580			503,918
Brokerage commission		482,841			291,326
Net realized gain (loss)		23,834,554			2,734,250
Change in net unrealized appreciation/depreciation		23,344,651			(32,247	)
Net income (loss)	$	45,686,713		$	1,930,964

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2015.

*	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.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	351,789,953		$	226,233,584
NAV end of period	$	693,720,084		$	317,768,440
Percentage change in NAV		97.2	%		40.5	%
Shares outstanding beginning of period		14,020,099			3,372,389
Shares outstanding end of period		45,670,099			5,270,099
Percentage change in shares outstanding		225.7	%		56.3	%
Shares created		48,150,000			4,775,000
Shares redeemed		16,500,000			2,877,290
Per share NAV beginning of period	$	25.09		$	67.08
Per share NAV end of period	$	15.19		$	60.30
Percentage change in per share NAV		(39.5	)%		(10.1	)%
Percentage change in benchmark		(18.2	)%		(0.6	)%
Benchmark annualized volatility		64.4	%		60.8	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 14,020,099 outstanding Shares at December 31, 2014 to 45,670,099 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 3,372,389 outstanding Shares at December 31, 2013 to 5,270,099 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 39.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 10.1% for the three months ended March 31, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 15, 2015 at $32.86 per Share and reached its low for the period on March 30, 2015 at $14.36 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 5, 2014 at $104.52 per Share and reached its low for the period on January 22, 2014 at $58.37 per Share.

158

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(2,049,613	)	$	(1,084,303	)
Management fee		1,178,762			586,132
Brokerage commission		903,310			519,447
Net realized gain (loss)		(135,089,154	)		(3,547,218	)
Change in net unrealized appreciation/depreciation		(88,510,934	)		(5,689,374	)
Net income (loss)	$	(225,649,701	)	$	(10,320,895	)

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a greater decline in the prices of the near-term futures contracts on the VIX futures curve during the three months ended March 31, 2015.

*	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 VIX Short-Term Futures ETF.

ProShares UltraShort Bloomberg Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	5,264,706		$	3,797,427
NAV end of period	$	5,818,363		$	3,283,730
Percentage change in NAV		10.5	%		(13.5	)%
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	$	87.75		$	63.29
Per share NAV end of period	$	96.98		$	54.73
Percentage change in per share NAV		10.5	%		(13.5	)%
Percentage change in benchmark		(5.9	)%		7.0	%
Benchmark annualized volatility		16.2	%		9.8	%

During the three months ended March 31, 2015, 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 Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2014 to March 31, 2015. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2013 to March 31, 2014.

159

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 10.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 13.5% for the three months ended March 31, 2014, was primarily due to appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 17, 2015 at $99.65 per Share and reached its low for the period on February 13, 2015 at $86.25 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 9, 2014 at $66.81 per Share and reached its low for the period on March 6, 2014 at $53.06 per Share.

The benchmark’s decline of 5.9% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 7.0% for the three months ended March 31, 2014, can be attributed to depreciation of the underlying components of the index during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(12,318	)	$	(7,991	)
Management fee		12,846			8,299
Net realized gain (loss)		856,549			(635,695	)
Change in net unrealized appreciation/depreciation		(290,574	)		129,989
Net income (loss)	$	553,657		$	(513,697	)

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the Fund’s benchmark index during the three months ended March 31, 2015.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	169,210,110		$	256,060,149
NAV end of period	$	370,337,005		$	318,170,803
Percentage change in NAV		118.9	%		24.3	%
Shares outstanding beginning of period		2,169,944			8,069,944
Shares outstanding end of period		4,269,944			11,169,944
Percentage change in shares outstanding		96.8	%		38.4	%
Shares created		4,600,000			7,700,000
Shares redeemed		2,500,000			4,600,000
Per share NAV beginning of period	$	77.98		$	31.73
Per share NAV end of period	$	86.73		$	28.48
Percentage change in per share NAV		11.2	%		(10.2	)%
Percentage change in benchmark		(14.9	)%		4.4	%
Benchmark annualized volatility		54.4	%		16.6	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 2,169,944 outstanding Shares at December 31, 2014 to 4,269,944 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 8,069,944 outstanding Shares at December 31, 2013 to 11,169,944 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

160

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 11.2% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 10.2% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 28, 2015 at $106.79 per Share and reached its low for the period on February 17, 2015 at $67.86 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 9, 2014 at $36.34 per Share and reached its low for the period on March 3, 2014 at $27.23 per Share.

The benchmark’s decline of 14.9% for the three months ended March 31, 2015, as compared to the rise of 4.4% for the three months ended March 31, 2014, can be attributed to a decrease in the price of WTI Crude Oil during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(627,608	)	$	(599,273	)
Management fee		603,835			623,553
Brokerage commission		44,285			12,693
Net realized gain (loss)		44,657,756			(12,272,712	)
Change in net unrealized appreciation/depreciation		1,432,787			(3,393,450	)
Net income (loss)	$	45,462,935		$	(16,265,435	)

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of WTI Crude Oil during the three months ended March 31, 2015.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	14,688,564		$	22,734,767
NAV end of period	$	10,931,570		$	73,544,544
Percentage change in NAV		(25.6	)%		223.5	%
Shares outstanding beginning of period		174,952			324,952
Shares outstanding end of period		124,952			1,674,952
Percentage change in shares outstanding		(28.6	)%		415.4	%
Shares created		150,000			2,100,000
Shares redeemed		200,000			750,000
Per share NAV beginning of period	$	83.96		$	69.96
Per share NAV end of period	$	87.49		$	43.91
Percentage change in per share NAV		4.2	%		(37.2	)%
Percentage change in benchmark		(11.0	)%		12.0	%
Benchmark annualized volatility		51.0	%		56.7	%

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 174,952 outstanding Shares at December 31, 2014 to 124,952 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg Natural Gas Subindex^SM. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from an increase from 324,952 outstanding Shares at December 31, 2013 to 1,674,952 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Bloomberg Natural Gas Subindex^SM.

161

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 4.2% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 37.2% for the three months ended March 31, 2014, was primarily due to appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on February 6, 2015 at $93.69 per Share and reached its low for the period on January 14, 2015 at $64.60 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 9, 2014 at $76.82 per Share and reached its low for the period on February 4, 2014 at $36.07 per Share.

The benchmark’s decline of 11.0% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 12.0% for the three months ended March 31, 2014, can be attributed to a decrease in the price of Henry Hub Natural Gas during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(41,587	)	$	(155,585	)
Management fee		28,373			131,806
Brokerage commission		14,199			30,462
Net realized gain (loss)		5,179,716			(9,212,982	)
Change in net unrealized appreciation/depreciation		(3,081,900	)		3,439,263
Net income (loss)	$	2,056,229		$	(5,929,304	)

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended March 31, 2015.

ProShares UltraShort Gold^†

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	81,861,762		$	139,436,456
NAV end of period	$	77,960,614		$	114,517,274
Percentage change in NAV		(4.8	)%		(17.9	)%
Shares outstanding beginning of period		846,978			1,346,978
Shares outstanding end of period		796,978			1,296,978
Percentage change in shares outstanding		(5.9	)%		(3.7	)%
Shares created		100,000			300,000
Shares redeemed		150,000			350,000
Per share NAV beginning of period	$	96.65		$	103.52
Per share NAV end of period	$	97.82		$	88.30
Percentage change in per share NAV		1.2	%		(14.7	)%
Percentage change in benchmark		(1.6	)%		7.2	%
Benchmark annualized volatility		14.9	%		14.4	%

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 846,978 outstanding Shares at December 31, 2014 to 796,978 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the

162

cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price^†. By comparison, during the three months ended three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,346,978 outstanding Shares at December 31, 2013 to 1,296,978 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. dollar p.m. fixing price for delivery in London.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 1.2% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 14.7% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 18, 2015 at $104.99 per Share and reached its low for the period on January 22, 2015 at $83.07 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 8, 2014 at $100.49 per Share and reached its low for the period on March 14, 2014 at $77.10 per Share.

The benchmark’s decline of 1.6% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 7.2% for the three months ended March 31, 2014, can be attributed to a decrease in the price of spot gold in U.S. dollar terms during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(185,696	)	$	(250,373	)
Management fee		193,876			265,552
Brokerage commission		16			16
Net realized gain (loss)		1,917,930			(22,148,192	)
Change in net unrealized appreciation/depreciation		697,941			2,904,578
Net income (loss)	$	2,430,175		$	(19,493,987	)

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the three months ended March 31, 2015.

†

On March 19, 2015, the company that ran the London U.S. dollar gold fixing ceased calculating the price of gold for the LBMA. The LBMA selected ICE Benchmark Administration to calculate the price, which was renamed the LBMA Gold Price, and is based on an electronic, physically settled auction-based methodology, beginning on March 20, 2015.

ProShares UltraShort Silver^†

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	53,007,867		$	112,989,686
NAV end of period	$	56,504,499		$	71,024,281
Percentage change in NAV		6.6	%		(37.1	)%
Shares outstanding beginning of period		458,489			1,258,489
Shares outstanding end of period		558,489			858,489
Percentage change in shares outstanding		21.8	%		(31.8	)%
Shares created		250,000			550,000

163


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Shares redeemed		150,000			950,000
Per share NAV beginning of period	$	115.61		$	89.78
Per share NAV end of period	$	101.17		$	82.73
Percentage change in per share NAV		(12.5	)%		(7.9	)%
Percentage change in benchmark		3.9	%		2.4	%
Benchmark annualized volatility		27.5	%		21.4	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 458,489 outstanding shares at December 31, 2014 to 558,489 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the London Silver Price^†. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,258,489 outstanding Shares at December 31, 2013 to 858,489 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. dollar fixing price for delivery in London.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 12.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 7.9% for the three months ended March 31, 2014, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 2, 2015 at $119.37 per Share and reached its low for the period on January 23, 2015 at $86.79 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 3, 2014 at $91.17 per Share and reached its low for the period on February 24, 2014 at $68.80 per Share.

The benchmark’s rise of 3.9% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 2.4% for the three months ended March 31, 2014, can be attributed to a greater increase in the price of spot silver in U.S. dollar terms during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(118,220	)	$	(191,211	)
Management fee		124,355			204,160
Brokerage commission		8			8
Net realized gain (loss)		(1,361,863	)		(12,612,864	)
Change in net unrealized appreciation/depreciation		(4,329,334	)		9,961,049
Net income (loss)	$	(5,809,417	)	$	(2,843,026	)

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a greater increase in the price of spot silver in U.S. dollar terms during the three months ended March 31, 2015.

†	On August 14, 2014, the company that ran the London U.S. dollar silver fixing ceased calculating the price of silver for the LBMA. The LBMA selected the CME Group and Thomson Reuters to calculate the price, which was renamed the London Silver Price, beginning August 15, 2014.

164

ProShares Short Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	14,021,804		$	8,896,842
NAV end of period	$	20,184,003		$	7,102,270
Percentage change in NAV		43.9	%		(20.2	)%
Shares outstanding beginning of period		350,005			250,005
Shares outstanding end of period		450,005			200,005
Percentage change in shares outstanding		28.6	%		(20.0	)%
Shares created		100,000			—
Shares redeemed		—			50,000
Per share NAV beginning of period	$	40.06		$	35.59
Per share NAV end of period	$	44.85		$	35.51
Percentage change in per share NAV		12.0	%		(0.2	)%
Percentage change in benchmark		(11.2	)%		0.1	%
Benchmark annualized volatility		13.6	%		6.0	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 350,005 outstanding shares at December 31, 2014 to 450,005 outstanding Shares at March 31, 2015. 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 spot price of the euro versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 250,005 outstanding Shares at December 31, 2013 to 200,005 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 12.0% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 0.2% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 13, 2015 at $46.07 per Share and reached its low for the period on January 2, 2015 at $40.37 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 31, 2014 at $36.34 per Share and reached its low for the period on March 18, 2014 at $35.13 per Share.

The benchmark’s decline of 11.2% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 0.1% for the three months ended March 31, 2014, can be attributed to a decline in the value of the euro versus the U.S. dollar during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(38,347	)	$	(16,599	)
Management fee		38,859			17,406
Brokerage commission		868			239
Net realized gain (loss)		2,057,094			(66,330	)
Change in net unrealized appreciation/depreciation		(275,379	)		80,941
Net income (loss)	$	1,743,368		$	(1,988	)

165

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the euro versus the U.S. dollar during the three months ended March 31, 2015.

ProShares UltraShort Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	23,120,790		$	27,983,279
NAV end of period	$	20,104,935		$	21,165,734
Percentage change in NAV		(13.0	)%		(24.4	)%
Shares outstanding beginning of period		450,005			600,005
Shares outstanding end of period		350,005			500,005
Percentage change in shares outstanding		(22.2	)%		(16.7	)%
Shares created		50,000			—
Shares redeemed		150,000			100,000
Per share NAV beginning of period	$	51.38		$	46.64
Per share NAV end of period	$	57.44		$	42.33
Percentage change in per share NAV		11.8	%		(9.2	)%
Percentage change in benchmark		(6.7	)%		3.8	%
Benchmark annualized volatility		13.0	%		9.4	%

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 450,005 outstanding Shares at December 31, 2014 to 350,005 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,005 outstanding Shares at December 31, 2013 to 500,005 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian dollar versus the U.S. dollar.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 11.8% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 9.2% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 11, 2015 at $58.71 per Share and reached its low for the period on January 16, 2015, 2015 at $50.32 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 24, 2014 at $48.83 per Share and reached its low for the period on March 31, 2014 at $42.33 per Share.

The benchmark’s decline of 6.7% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 3.8% for the three months ended March 31, 2014, can be attributed to a decline in the value of the Australian dollar versus the U.S. dollar during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(55,714	)	$	(59,178	)
Management fee		52,824			59,260
Brokerage commission		3,997			3,782

166


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net realized gain (loss)		2,979,889			(78,205	)
Change in net unrealized appreciation/depreciation		(323,522	)		(2,139,899	)
Net income (loss)	$	2,600,653		$	(2,277,282	)

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the Australian dollar versus the U.S. dollar during the three months ended March 31, 2015.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	517,191,349		$	418,001,115
NAV end of period	$	619,839,556		$	410,466,058
Percentage change in NAV		19.8	%		(1.8	)%
Shares outstanding beginning of period		23,950,014			24,500,014
Shares outstanding end of period		23,000,014			24,250,014
Percentage change in shares outstanding		(4.0	)%		(1.0	)%
Shares created		5,500,000			200,000
Shares redeemed		6,450,000			450,000
Per share NAV beginning of period	$	21.59		$	17.06
Per share NAV end of period	$	26.95		$	16.93
Percentage change in per share NAV		24.8	%		(0.8	)%
Percentage change in benchmark		(11.2	)%		0.1	%
Benchmark annualized volatility		13.6	%		6.0	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the euro versus the U.S. dollar. The increase in the Fund’s NAV was partially offset by a decrease from 23,950,014 outstanding Shares at December 31, 2014 to 23,000,014 outstanding Shares at March 31, 2015. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 24,500,014 outstanding Shares at December 31, 2013 to 24,250,014 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 24.8% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 0.8% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 13, 2015 at $28.50 per Share and reached its low for the period on January 2, 2015 at $21.94 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 31, 2014 at $17.71 per Share and reached its low for the period on March 18, 2014 at $16.56 per Share.

167

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(1,189,555	)	$	(901,399	)
Management fee		1,257,145			970,756
Net realized gain (loss)		107,528,339			(12,180,103	)
Change in net unrealized appreciation/depreciation		6,631,469			10,013,710
Net income (loss)	$	112,970,253		$	(3,067,792	)

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	531,471,873		$	588,121,516
NAV end of period	$	440,362,007		$	405,650,586
Percentage change in NAV		(17.1	)%		(31.0	)%
Shares outstanding beginning of period		5,949,294			8,299,294
Shares outstanding end of period		4,949,294			5,999,294
Percentage change in shares outstanding		(16.8	)%		(27.7	)%
Shares created		650,000			150,000
Shares redeemed		1,650,000			2,450,000
Per share NAV beginning of period	$	89.33		$	70.86
Per share NAV end of period	$	88.97		$	67.62
Percentage change in per share NAV		(0.4	)%		(4.6	)%
Percentage change in benchmark		(0.1	)%		2.0	%
Benchmark annualized volatility		8.6	%		8.2	%

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,949,294 outstanding Shares at December 31, 2014 to 4,949,294 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 8,299,294 outstanding Shares at December 31, 2013 to 5,999,294 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 0.4% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV decrease of 4.6% for the three months ended March 31, 2014, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on March 13, 2015 at $91.29 per Share and reached its low for the period on January 15, 2015 at $84.11 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 3, 2014 at $70.17 per Share and reached its low for the period on February 3, 2014 at $64.95 per Share.

168

The benchmark’s decline of 0.1% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 2.0% for the three months ended March 31, 2014, can be attributed to a decline in the value of the Japanese yen versus the U.S. dollar during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(1,116,544	)	$	(950,309	)
Management fee		1,161,592			1,028,533
Net realized gain (loss)		(5,105,291	)		(94,384	)
Change in net unrealized appreciation/depreciation		2,237,926			(24,542,413	)
Net income (loss)	$	(3,983,909	)	$	(25,587,106	)

The Fund’s net income increased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a relative decline in the value of the Japanese yen versus the U.S. dollar in conjunction with share transactions during the three months ended March 31, 2015.

ProShares Ultra Bloomberg Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	2,606,920		$	2,915,034
NAV end of period	$	2,282,908		$	3,316,304
Percentage change in NAV		(12.4	)%		13.8	%
Shares outstanding beginning of period		200,014			150,014
Shares outstanding end of period		200,014			150,014
Percentage change in shares outstanding		0.0	%		0.0	%
Shares created		—			—
Shares redeemed		—			—
Per share NAV beginning of period	$	13.03		$	19.43
Per share NAV end of period	$	11.41		$	22.11
Percentage change in per share NAV		(12.4	)%		13.8	%
Percentage change in benchmark		(5.9	)%		7.0	%
Benchmark annualized volatility		16.2	%		9.8	%

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2014 to March 31, 2015. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2013 to March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 12.4% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 13.8% for the three months ended March 31, 2014, was due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on February 13, 2015 at $12.99 per Share and reached its low for the period on March 17, 2015 at $11.16 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 6, 2014 at $22.88 per Share and reached its low for the period on January 9, 2014 at $18.38 per Share.

169

The benchmark’s decline of 5.9% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 7.0% for the three months ended March 31, 2014, can be attributed to a depreciation of the underlying components of the index during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(5,519	)	$	(6,957	)
Management fee		5,773			7,289
Net realized gain (loss)		(520,445	)		537,342
Change in net unrealized appreciation/depreciation		201,952			(129,115	)
Net income (loss)	$	(324,012	)	$	401,270

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the Fund’s benchmark index during the three months ended March 31, 2015.

ProShares Ultra Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	450,562,988		$	142,773,429
NAV end of period	$	1,004,631,028		$	102,118,128
Percentage change in NAV		123.0	%		(28.5	)%
Shares outstanding beginning of period		44,399,170			4,449,170
Shares outstanding end of period		147,199,170			2,949,170
Percentage change in shares outstanding		231.5	%		(33.7	)%
Shares created		136,250,000			4,350,000
Shares redeemed		33,450,000			5,850,000
Per share NAV beginning of period	$	10.15		$	32.09
Per share NAV end of period	$	6.82		$	34.63
Percentage change in per share NAV		(32.8	)%		7.9	%
Percentage change in benchmark		(14.9	)%		4.4	%
Benchmark annualized volatility		54.4	%		16.6	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 44,399,170 outstanding Shares at December 31, 2014 to 147,199,170 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,449,170 outstanding Shares at December 31, 2013 to 2,949,170 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg WTI Crude Oil Subindex^SM.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 32.8% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 7.9% for the three months ended March 31, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 2, 2015 at $9.92 per Share and reached its low for the period on March 17, 2015 at $6.21 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 3, 2014 at $36.55 per Share and reached its low for the period on January 9, 2014 at $27.85 per Share.

170

The benchmark’s decline of 14.9% for the three months ended March 31, 2015, as compared to the benchmark’s rise of 4.4% for the three months ended March 31, 2014, can be attributed to a decrease in the price of WTI Crude Oil during the three months ended March 31, 2015.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(1,844,712	)	$	(333,392	)
Management fee		1,843,701			345,942
Brokerage commission		77,253			9,151
Net realized gain (loss)		(173,638,923	)		21,200,055
Change in net unrealized appreciation/depreciation		(19,680,648	)		476,147
Net income (loss)	$	(195,164,283	)	$	21,342,810

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of WTI Crude Oil during the three months ended March 31, 2015.

ProShares Ultra Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	70,433,207		$	62,915,779
NAV end of period	$	61,306,293		$	21,211,850
Percentage change in NAV		(13.0	)%		(66.3	)%
Shares outstanding beginning of period		4,569,941			1,619,941
Shares outstanding end of period		5,369,941			469,941
Percentage change in shares outstanding		17.5	%		(71.0	)%
Shares created		2,050,000			200,000
Shares redeemed		1,250,000			1,350,000
Per share NAV beginning of period	$	15.41		$	38.84
Per share NAV end of period	$	11.42		$	45.14
Percentage change in per share NAV		(25.9	)%		16.2	%
Percentage change in benchmark		(11.0	)%		12.0	%
Benchmark annualized volatility		51.0	%		56.7	%

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Natural Gas Subindex^SM. The decrease of the Fund’s NAV was offset by an increase from 4,569,941 outstanding Shares at December 31, 2014 to 5,369,941 outstanding Shares at March 31, 2015. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted from a decrease from 1,619,941 outstanding Shares at December 31, 2013 to 469,941 outstanding Shares at March 31, 2014. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Bloomberg Natural Gas Subindex^SM.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 25.9% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 16.2% for the three months ended March 31, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

171

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 14, 2015 at $18.58 per Share and reached its low for the period on March 27, 2015 at $11.41 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on January 29, 2014 at $63.78 per Share and reached its low for the period on January 9, 2014 at $34.90 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(206,884	)	$	(117,562	)
Management fee		172,808			105,844
Brokerage commission		39,718			17,991
Net realized gain (loss)		(45,832,509	)		16,806,082
Change in net unrealized appreciation/depreciation		27,450,969			1,802,726
Net income (loss)	$	(18,588,424	)	$	18,491,246

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended March 31, 2015.

ProShares Ultra Gold^†

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	102,003,345		$	132,017,405
NAV end of period	$	95,949,460		$	136,370,103
Percentage change in NAV		(5.9	)%		3.3	%
Shares outstanding beginning of period		2,550,014			3,200,014
Shares outstanding end of period		2,500,014			2,900,014
Percentage change in shares outstanding		(2.0	)%		(9.4	)%
Shares created		50,000			100,000
Shares redeemed		100,000			400,000
Per share NAV beginning of period	$	40.00		$	41.26
Per share NAV end of period	$	38.38		$	47.02
Percentage change in per share NAV		(4.1	)%		14.0	%
Percentage change in benchmark		(1.6	)%		7.2	%
Benchmark annualized volatility		14.9	%		14.4	%

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from a decrease from 2,550,014 outstanding Shares at December 31, 2014 to 2,500,014 outstanding Shares at March 31, 2015. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. dollar p.m. LBMA Gold Price^†. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. dollar p.m. fixing price for delivery in London. The increase of the Fund’s NAV was offset by a decrease from 3,200,014 outstanding Shares at December 31, 2013 to 2,900,014 outstanding Shares at March 31, 2014.

172

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 4.1% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 14.0% for the three months ended March 31, 2014, was primarily due to the depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 22, 2015 at $46.03 per Share and reached its low for the period on March 18, 2015 at $35.90 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 14, 2014 at $54.16 per Share and reached its low for the period on January 8, 2014 at $42.35 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(227,743	)	$	(317,539	)
Management fee		240,465			331,351
Brokerage commission		16			16
Net realized gain (loss)		(2,985,848	)		23,433,550
Change in net unrealized appreciation/depreciation		(388,373	)		(5,190,033	)
Net income (loss)	$	(3,601,964	)	$	17,925,978

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decrease in the price of spot gold in U.S. dollar terms during the three months ended March 31, 2015.

†

ProShares Ultra Silver*^†

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	291,169,743		$	465,479,519
NAV end of period	$	317,182,857		$	482,485,237
Percentage change in NAV		8.9	%		3.7	%
Shares outstanding beginning of period		7,396,533			7,350,007
Shares outstanding end of period		7,646,533			7,396,533
Percentage change in shares outstanding		3.4	%		0.6	%
Shares created		700,000			787,500
Shares redeemed		450,000			740,974
Per share NAV beginning of period	$	39.37		$	63.33
Per share NAV end of period	$	41.48		$	65.23
Percentage change in per share NAV		5.4	%		3.0	%
Percentage change in benchmark		3.9	%		2.4	%
Benchmark annualized volatility		27.5	%		21.4	%

173

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted primarily from an increase from 7,396,533 outstanding Shares at December 31, 2014 to 7,646,533 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the as measured by the London Silver Price^†. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted primarily from an increase from 7,350,007 outstanding Shares at December 31, 2013 to 7,396,533 outstanding Shares at March 31, 2014. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. dollar fixing price for delivery in London.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 5.4% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 3.0% for the three months ended March 31, 2014, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 23, 2015 at $50.86 per Share and reached its low for the period on March 18, 2015 at $36.18 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 24, 2014 at $80.11 per Share and reached its low for the period on February 3, 2014 at $61.50 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(699,839	)	$	(1,125,310	)
Management fee		738,077			1,187,904
Brokerage commission		8			8
Net realized gain (loss)		(17,764,350	)		73,958,641
Change in net unrealized appreciation/depreciation		35,015,135			(55,640,539	)
Net income (loss)	$	16,550,946		$	17,192,792

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to an increase in the price of spot silver in U.S. dollar terms, in conjunction with significantly lower NAV during the three months ended March 31, 2015.

*	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 Silver Fund.

†	On August 14, 2014, the company that ran the London U.S. dollar silver fixing ceased calculating the price of silver for the LBMA. The LBMA selected the CME Group and Thomson Reuters to calculate the price, which was renamed the London Silver Price, beginning August 15, 2014.

174

ProShares Ultra Australian Dollar

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	2,740,167		$	3,168,165
NAV end of period	$	2,397,276		$	3,444,536
Percentage change in NAV		(12.5	)%		8.7	%
Shares outstanding beginning of period		100,005			100,005
Shares outstanding end of period		100,005			100,005
Percentage change in shares outstanding		0.0	%		0.0	%
Shares created		—			—
Shares redeemed		—			—
Per share NAV beginning of period	$	27.40		$	31.68
Per share NAV end of period	$	23.97		$	34.44
Percentage change in per share NAV		(12.5	)%		8.7	%
Percentage change in benchmark		(6.7	)%		3.8	%
Benchmark annualized volatility		13.0	%		9.4	%

During the three months ended March 31, 2015, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. There was no net change in outstanding Shares from December 31, 2014 to March 31, 2015. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian dollar versus the U.S. dollar. There was no net change in outstanding Shares from December 31, 2013 to March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 12.5% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 8.7% for the three months ended March 31, 2014, was primarily due to depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 16, 2015 at $27.91 per Share and reached its low for the period on March 11, 2015 at $23.70 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 31, 2014 at $34.44 per Share and reached its low for the period on January 24, 2014 at $30.12 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(6,142	)	$	(7,330	)
Management fee		5,997			7,508
Brokerage commission		371			380
Net realized gain (loss)		(376,148	)		(27,427	)
Change in net unrealized appreciation/depreciation		39,399			311,128
Net income (loss)	$	(342,891	)	$	276,371

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the Australian dollar versus the U.S. dollar during the three months ended March 31, 2015.

175

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	2,981,441		$	2,603,827
NAV end of period	$	14,765,776		$	2,603,282
Percentage change in NAV		395.3	%		0.0	%
Shares outstanding beginning of period		150,014			100,014
Shares outstanding end of period		950,014			100,014
Percentage change in shares outstanding		533.3	%		0.0	%
Shares created		800,000			—
Shares redeemed		—			—
Per share NAV beginning of period	$	19.87		$	26.03
Per share NAV end of period	$	15.54		$	26.03
Percentage change in per share NAV		(21.8	)%		0.0	%
Percentage change in benchmark		(11.2	)%		0.1	%
Benchmark annualized volatility		13.6	%		6.0	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 150,014 outstanding Shares at December 31, 2014 to 950,014 outstanding Shares at March 31, 2015. The increase of the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the euro versus the U.S. dollar. There was no net change in outstanding Shares from December 31, 2013 to March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 21.8% for the three months ended March 31, 2015, as compared to no net change in the Fund’s per Share NAV from December 31, 2013 to March 31, 2014, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 2, 2015 at $19.55 per Share and reached its low for the period on March 13, 2015 at $14.80 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on March 18, 2014 at $26.63 per Share and reached its low for the period on January 31, 2014 at $24.99 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(15,698	)	$	(5,664	)
Management fee		16,232			6,042
Net realized gain (loss)		(1,065,202	)		85,136
Change in net unrealized appreciation/depreciation		(675,335	)		(80,017	)
Net income (loss)	$	(1,756,235	)	$	(545	)

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the euro versus the U.S. dollar during the three months ended March 31, 2015.

176

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
NAV beginning of period	$	2,118,028		$	2,795,026
NAV end of period	$	5,600,081		$	2,896,143
Percentage change in NAV		164.4	%		3.6	%
Shares outstanding beginning of period		150,014			150,014
Shares outstanding end of period		400,014			150,014
Percentage change in shares outstanding		166.7	%		0.0	%
Shares created		300,000			—
Shares redeemed		50,000			—
Per share NAV beginning of period	$	14.12		$	18.63
Per share NAV end of period	$	14.00		$	19.31
Percentage change in per share NAV		(0.8	)%		3.6	%
Percentage change in benchmark		(0.1	)%		2.0	%
Benchmark annualized volatility		8.6	%		8.2	%

During the three months ended March 31, 2015, the increase in the Fund’s NAV resulted from an increase from 150,014 outstanding Shares at December 31, 2014 to 400,014 outstanding Shares at March 31, 2015. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended March 31, 2014, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2013 to March 31, 2014.

For the three months ended March 31, 2015 and 2014, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 0.8% for the three months ended March 31, 2015, as compared to the Fund’s per Share NAV increase of 3.6% for the three months ended March 31, 2014, was primarily due to depreciation in the value of the assets of the Fund during the three months ended March 31, 2015.

During the three months ended March 31, 2015, the Fund’s per Share NAV reached its high for the period on January 15, 2015 at $14.96 per Share and reached its low for the period on March 13, 2015 at $13.68 per Share. By comparison, during the three months ended March 31, 2014, the Fund’s per Share NAV reached its high for the period on February 3, 2014 at $20.21 per Share and reached its low for the period on January 9, 2014 at $18.80 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended March 31, 2015 and 2014:


	Three Months Ended March 31, 2015			Three Months Ended March 31, 2014
Net investment income (loss)	$	(9,090	)	$	(6,420	)
Management fee		9,381			6,855
Net realized gain (loss)		(80,626	)		(10,441	)
Change in net unrealized appreciation/depreciation		(26,127	)		117,978
Net income (loss)	$	(115,843	)	$	101,117

The Fund’s net income decreased for the three months ended March 31, 2015, as compared to the three months ended March 31, 2014, primarily due to a decline in the value of the Japanese yen versus the U.S. dollar during the three months ended March 31, 2015.

177

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Quantitative Disclosure

Since the ProShares Managed Futures Strategy commenced investment operations on October 1, 2014, comparisons of positions in certain Financial Instruments held by ProShares Managed Futures Strategy for the three months ended March 31, 2014 have not been provided.

Commodity Price Sensitivity and Exchange Rate Sensitivity

The Managed Futures Fund is exposed to commodity price risk through its holdings of commodity futures contracts and exchange rate risk through its holdings of currency and U.S. Treasury futures contracts. The following table provides information about the Managed Futures Fund’s Financial Instruments, which were sensitive to both commodity price and exchange rate risk. As of March 31, 2015, the Managed Futures Fund’s positions were as follows:

ProShares Managed Futures Strategy:

As of March 31, 2015, the Managed Futures Fund was exposed to commodity price and exchange rate risk through its holdings of Financial Instruments linked to the S&P Strategic Futures Index. The following table provides information about the Fund’s commodity and currency futures contracts as of March 31, 2015, which were sensitive to commodity price risk and exchange rate price risk.

Futures Positions as of March 31, 2015


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Cocoa Futures (ICE)	Long	May 2015		16	$	2,699.00		10	$	431,840
Cotton No. 2 Futures (ICE)	Long	May 2015		8		0.63		50,000		252,400
Soybean Futures (CBT)	Long	May 2015		5		9.73		5,000		243,313
US 10 YR Note Futures (CBT)	Long	June 2015		10		128.91		1,000		1,289,063
Coffee ‘C’ Futures (ICE)	Short	May 2015		2		1.33		37,500		99,675
Copper Futures (COMEX)	Short	May 2015		4		2.74		25,000		274,000
Copper Mini Futures (COMEX)	Short	May 2015		1		2.74		12,500		34,250
Corn Futures (CBT)	Short	May 2015		10		3.76		5,000		188,125
Natural Gas Futures (NYMEX)	Short	May 2015		6		2.64		10,000		158,400
Natural Gas Mini Futures (NYMEX)	Short	May 2015		2		2.64		2,500		13,200
NY Harbor ULSD Futures (NYMEX)	Short	May 2015		2		1.71		42,000		143,472
RBOB Gasoline Futures (NYMEX)	Short	May 2015		2		1.77		42,000		148,680
Silver Mini Futures (ICE)	Short	May 2015		8		16.60		1,000		132,784
Sugar #11 Futures (CBT)	Short	May 2015		13		0.12		112,000		173,701
Wheat Futures (CBT)	Short	May 2015		9		5.12		5,000		230,288
WTI Crude Oil Futures (NYMEX)	Short	May 2015		2		47.60		1,000		95,200
Australian Dollar Fx Currency Futures (CME)	Short	June 2015		5		75.81		1,000		379,050
British Pound Fx Currency Futures (CME)	Short	June 2015		7		148.37		625		649,119
Canadian Dollar Fx Currency Futures (CME)	Short	June 2015		5		78.92		1,000		394,600
Gold Mini Futures (ICE)	Short	June 2015		6		1,183.20		32.15		228,239
Euro Fx Currency Mini Futures (CME)	Short	June 2015		8		1.08		62,500		537,700
Lean Hogs Futures (CME)	Short	June 2015		8		0.76		40,000		242,560
Live Cattle Futures (CME)	Short	June 2015		6		1.52		40,000		365,580
Japanese Yen Fx Currency Futures (CME)	Short	June 2015		4		83.46		1,250		417,300
Swiss Franc Fx Currency Futures (CME)	Short	June 2015		2		103.15		1,250		257,875
US Treasury Long Bond Futures (CBT)	Short	June 2015		6		163.88		1,000		983,250

The March 31, 2015 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. These 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 match the performance of the Index. While the above information properly represents the then current applicable commodity or 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

178

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 Trust’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2015 (the “Form 10-K”), for additional information regarding performance for periods longer than a single day.

Equity Market Volatility Sensitivity

Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. The following tables provide information about each of the VIX Funds’ Financial Instruments, which are sensitive to changes in equity market volatility indexes. As of March 31, 2015 and 2014, each of the VIX Funds’ positions were as follows:

ProShares VIX Short-Term Futures ETF

As of March 31, 2015 and 2014, the ProShares VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of March 31, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2015


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	April 2015		4,166	$	16.28		1,000	$	67,801,650
VIX Futures (CBOE)	Long	May 2015		4,594		17.83		1,000		81,888,050

Futures Positions as of March 31, 2014


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	April 2014		3,998	$	15.15		1,000	$	60,569,700
VIX Futures (CBOE)	Long	May 2014		3,632		15.85		1,000		57,567,200

The March 31, 2015 and 2014 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 a single day.

ProShares VIX Mid-Term Futures ETF

As of March 31, 2015 and 2014, the ProShares VIX Mid-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of March 31, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2015


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	July 2015		235	$	18.68		1,000	$	4,388,625
VIX Futures (CBOE)	Long	August 2015		497		18.88		1,000		9,380,875
VIX Futures (CBOE)	Long	September 2015		497		19.18		1,000		9,529,975
VIX Futures (CBOE)	Long	October 2015		261		19.48		1,000		5,082,975

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Futures Positions as of March 31, 2014


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	July 2014		576	$	16.95		1,000	$	9,763,200
VIX Futures (CBOE)	Long	August 2014		1,099		17.35		1,000		19,067,650
VIX Futures (CBOE)	Long	September 2014		1,099		17.75		1,000		19,507,250
VIX Futures (CBOE)	Long	October 2014		524		18.05		1,000		9,458,200

ProShares Short VIX Short-Term Futures ETF

As of March 31, 2015 and 2014, the ProShares Short VIX Short-Term Futures ETF Fund was exposed to inverse equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of March 31, 2015 and 2014, which were sensitive to equity market volatility risk.

Futures Positions as of March 31, 2015


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Short	April 2015		7,729	$	16.28		1,000	$	(125,789,475	)
VIX Futures (CBOE)	Short	May 2015		8,675		17.83		1,000		(154,631,875	)

Futures Positions as of March 31, 2014


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Short	April 2014		7,213	$	15.15		1,000	$	(109,276,950	)
VIX Futures (CBOE)	Short	May 2014		6,554		15.85		1,000		(103,880,900	)

The March 31, 2015 and 2014 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 a single day.

ProShares Ultra VIX Short-Term Futures ETF

As of March 31, 2015 and 2014, the ProShares Ultra VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following tables provide information about the Fund’s positions in these VIX futures contracts as of March 31, 2015 and 2014, which were sensitive to equity market volatility risk.

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Futures Positions as of March 31, 2015


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	April 2015		38,547	$	16.28		1,000	$	627,352,425
VIX Futures (CBOE)	Long	May 2015		42,693		17.83		1,000		761,002,725

Futures Positions as of March 31, 2014


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (CBOE)	Long	April 2014		21,528	$	15.15		1,000	$	326,149,200
VIX Futures (CBOE)	Long	May 2014		19,566		15.85		1,000		310,121,100

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk. As of March 31, 2015 and 2014, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares UltraShort Bloomberg Commodity:

As of March 31, 2015 and 2014, the ProShares UltraShort Bloomberg Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Bloomberg Commodity Index. The following tables provide information about the Fund’s short swap positions as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Swap Agreements as of March 31, 2015


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg Commodity Index	Deutsche Bank AG	Short	$	98.1230	$	(4,602,773	)
Bloomberg Commodity Index	Goldman Sachs International	Short		98.1230		(4,537,347	)
Bloomberg Commodity Index	UBS AG	Short		98.1230		(2,475,856	)

Swap Agreements as of March 31, 2014


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg Commodity Index	Deutsche Bank AG	Short	$	134.5234	$	(2,673,904	)
Bloomberg Commodity Index	Goldman Sachs International	Short		134.5234		(2,839,014	)
Bloomberg Commodity Index	UBS AG	Short		134.5234		(1,071,987	)

The March 31, 2015 and 2014 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

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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 a single 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 Bloomberg Crude Oil:

As of March 31, 2015 and 2014, the ProShares UltraShort Bloomberg 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 Bloomberg WTI Crude Oil Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)	Short	May 2015		6,624	$	47.60		1,000	$	(315,302,400	)

Swap Agreements as of March 31, 2015


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg WTI Crude Oil Subindex	Deutsche Bank AG	Short	$	121.3015	$	(137,750,775	)
Bloomberg WTI Crude Oil Subindex	Goldman Sachs International	Short		121.3015		(126,651,917	)
Bloomberg WTI Crude Oil Subindex	Societe Generale S.A.	Short		121.3015		(35,138,342	)
Bloomberg WTI Crude Oil Subindex	UBS AG	Short		121.3015		(125,826,188	)

Futures Positions as of March 31, 2014


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)	Short	May 2014		2,752	$	101.58		1,000	$	(279,548,160	)

Swap Agreements as of March 31, 2014


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg WTI Crude Oil Subindex	Deutsche Bank AG	Short	$	255.0803	$	(99,488,785	)
Bloomberg WTI Crude Oil Subindex	Goldman Sachs International	Short		255.0803		(108,344,369	)
Bloomberg WTI Crude Oil Subindex	Societe Generale S.A.	Short		255.0803		(36,118,314	)
Bloomberg WTI Crude Oil Subindex	UBS AG	Short		255.0803		(112,771,776	)

The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 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 a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

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ProShares UltraShort Bloomberg Natural Gas:

As of March 31, 2015 and 2014, the ProShares UltraShort Bloomberg Natural Gas Fund was exposed to inverse commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Natural Gas (NYMEX)	Short	May 2015		828	$	2.64		10,000	$	(21,859,200	)

Futures Positions as of March 31, 2014


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Natural Gas (NYMEX)	Short	May 2014		3,365	$	4.37		10,000	$	(147,084,150	)

The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Gold:

As of March 31, 2015 and 2014, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Short	June 2015		2	$	1,183.20		100	$	(236,640	)

Forward Agreements as of March 31, 2015


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Deutsche Bank AG	Short	$	1,187.04	$	(75,851,856	)
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short		1,187.03		(34,302,793	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,187.02		(15,549,962	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,187.03		(29,972,508	)

Futures Positions as of March 31, 2014


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Short	June 2014		2	$	1,283.80		100	$	(256,760	)

Forward Agreements as of March 31, 2014


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.995 Fine Troy Ounce Gold	Deutsche Bank AG	Short	$	1,291.77	$	(122,330,619	)
0.995 Fine Troy Ounce Gold	Goldman Sachs International	Short		1,291.77		(42,109,118	)
0.995 Fine Troy Ounce Gold	Societe Generale S.A.	Short		1,291.77		(20,151,612	)
0.995 Fine Troy Ounce Gold	UBS AG	Short		1,291.77		(44,113,946	)

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The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than a single day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Silver:

As of March 31, 2015 and 2014, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	May 2015		2	$	16.60		5,000	$	(165,980	)

Forward Agreements as of March 31, 2015


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Deutsche Bank AG	Short	$	16.6018	$	(50,784,906	)
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short		16.6013		(26,487,374	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		16.6016		(9,081,075	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		16.6016		(26,479,552	)

Futures Positions as of March 31, 2014


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	May 2014		2	$	19.75		5,000	$	(197,520	)

Forward Agreements as of March 31, 2014


Reference Index	Counterparty	Long or Short	Valuation Price		Notional Amount at Value
0.999 Fine Troy Ounce Silver	Deutsche Bank AG	Short	$	19.9724	$	(66,767,733	)
0.999 Fine Troy Ounce Silver	Goldman Sachs International	Short		19.9724		(27,012,671	)
0.999 Fine Troy Ounce Silver	Societe Generale S.A.	Short		19.9724		(16,377,368	)
0.999 Fine Troy Ounce Silver	UBS AG	Short		19.9724		(31,676,226	)

The March 31, 2015 and 2014 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 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

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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 a single 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 March 31, 2015 and 2014, each of the Currency Fund’s positions were as follows:

ProShares Short Euro:

As of March 31, 2015 and 2014, the ProShares Short Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2015


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Euro Fx Currency Futures (CME)		Short		June 2015		150	$	1.08		125,000	$	(20,163,750	)

Futures Positions as of March 31, 2014


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Euro Fx Currency Futures (CME)		Short		June 2014		41	$	1.38		125,000	$	(7,059,175	)

The March 31, 2015 and 2014 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 a single day.

ProShares UltraShort Australian Dollar:

As of March 31, 2015 and 2014, the ProShares UltraShort Australian Dollar Fund was exposed to inverse exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2015


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Australian Dollar Fx Currency Futures (CME)		Short		June 2015		530	$	75.81		1,000	$	(40,179,300	)

Futures Positions as of March 31, 2014


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Australian Dollar Fx Currency Futures (CME)		Short		June 2014		459	$	92.25		1,000	$	(42,342,750	)

The March 31, 2015 and 2014 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 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 a single day.

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ProShares UltraShort Euro:

As of March 31, 2015 and 2014, the ProShares UltraShort Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2015


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International		Long		04/10/15		81,791,800			1.0749	$	87,926,805
Euro	UBS AG		Long		04/10/15		110,930,600			1.0749		119,251,236
Euro	Goldman Sachs International		Short		04/10/15		(617,582,525	)		1.0749		(663,905,895	)
Euro	UBS AG		Short		04/10/15		(728,286,800	)		1.0749		(782,913,830	)

Foreign Currency Forward Contracts as of March 31, 2014


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International		Long		04/04/14		18,383,800			1.3776	$	25,325,422
Euro	UBS AG		Long		04/04/14		26,715,000			1.3776		36,802,438
Euro	Goldman Sachs International		Short		04/04/14		(315,847,325	)		1.3776		(435,109,546	)
Euro	UBS AG		Short		04/04/14		(324,757,500	)		1.3776		(447,384,155	)

The March 31, 2015 and 2014 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. 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 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 a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Yen:

As of March 31, 2015 and 2014, the ProShares UltraShort Yen Fund was exposed to inverse exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk

Foreign Currency Forward Contracts as of March 31, 2015


Reference Currency	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International		Long		04/10/15		20,565,620,300			0.008338	$	171,495,639
Yen	UBS AG		Long		04/10/15		5,923,386,600			0.008338		49,394,813
Yen	Goldman Sachs International		Short		04/10/15		(68,851,569,600	)		0.008338		(574,149,660	)
Yen	UBS AG		Short		04/10/15		(63,324,691,700	)		0.008338		(528,061,312	)

Foreign Currency Forward Contracts as of March 31, 2014


Reference Currency	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International		Long		04/04/14		7,547,835,100			0.009688	$	73,124,249
Yen	UBS AG		Long		04/04/14		3,218,173,300			0.009688		31,178,013
Yen	Goldman Sachs International		Short		04/04/14		(48,716,397,300	)		0.009688		(471,969,766	)
Yen	UBS AG		Short		04/04/14		(45,710,614,400	)		0.009688		(442,849,413	)

186

The March 31, 2015 and 2014 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 a single 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.

Commodity Price Sensitivity

ProShares Ultra Bloomberg Commodity:

As of March 31, 2015 and 2014, the ProShares Ultra Bloomberg Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Bloomberg Commodity Index. The following tables provide information about the Fund’s swap positions as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Swap Agreements as of March 31, 2015

Reference Index

Counterparty

Long or
Short

Index
Close

Notional
Amount at
Value

Bloomberg Commodity Index

Deutsche Bank AG

Long

98.1230

1,972,023

Bloomberg Commodity Index

Goldman Sachs International

Long

98.1230

1,999,276

Bloomberg Commodity Index

UBS AG

Long

98.1230

603,138

Swap Agreements as of March 31, 2014

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

Bloomberg Commodity Index

Deutsche Bank AG

Long

134.5234

2,847,170

Bloomberg Commodity Index

Goldman Sachs International

Long

134.5234

2,448,497

Bloomberg Commodity Index

UBS AG

Long

134.5234

1,327,486

The March 31, 2015 and 2014 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 a single 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 Bloomberg Crude Oil:

As of March 31, 2015 and 2014, the ProShares Ultra Bloomberg 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 Bloomberg WTI Crude Oil Subindex^SM. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

WTI Crude Oil (NYMEX)

Long

May 2015

13,821

47.60

1,000

657,879,600

187

Swap Agreements as of March 31, 2015

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG

Long

121.3015

406,797,888

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International

Long

121.3015

417,976,514

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A.

Long

121.3015

123,097,457

Bloomberg WTI Crude Oil Subindex

UBS AG

Long

121.3015

403,481,056

Futures Positions as of March 31, 2014

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional
Amount at
Value

WTI Crude Oil (NYMEX)

Long

May 2014

858

101.58

1,000

87,155,640

Swap Agreements as of March 31, 2014

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

Bloomberg WTI Crude Oil Subindex

Deutsche Bank AG

Long

255.0803

31,611,457

Bloomberg WTI Crude Oil Subindex

Goldman Sachs International

Long

255.0803

38,736,489

Bloomberg WTI Crude Oil Subindex

Societe Generale S.A.

Long

255.0803

16,715,352

Bloomberg WTI Crude Oil Subindex

UBS AG

Long

255.0803

30,001,585

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 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 a single 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 Bloomberg Natural Gas:

As of March 31, 2015 and 2014, the ProShares Ultra Bloomberg Natural Gas Fund was exposed to commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

May 2015

4,644

2.64

10,000

122,601,600

Futures Positions as of March 31, 2014

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas (NYMEX)

Long

May 2014

971

4.37

10,000

42,442,410

188

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 a single day.

ProShares Ultra Gold:

As of March 31, 2015 and 2014, the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

June 2015

1,183.20

100

236,640

Forward Agreements as of March 31, 2015

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG

Long

1,187.04

97,693,392

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,187.03

39,551,840

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,187.02

18,873,618

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,187.03

35,492,197

Futures Positions as of March 31, 2014

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold Futures (COMEX)

Long

June 2014

1,283.80

100

256,760

Forward Agreements as of March 31, 2014

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG

Long

1,291.77

141,965,523

0.995 Fine Troy Ounce Gold

Goldman Sachs International

Long

1,291.77

53,246,759

0.995 Fine Troy Ounce Gold

Societe Generale S.A.

Long

1,291.77

27,127,170

0.995 Fine Troy Ounce Gold

UBS AG

Long

1,291.77

50,120,676

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 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 a single 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.

189

ProShares Ultra Silver:

As of March 31, 2015 and 2014, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to commodity price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

May 2015

16.60

5,000

165,980

Forward Agreements as of March 31, 2015

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG

Long

16.6018

320,198,917

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

16.6013

121,235,974

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

16.6016

70,639,808

0.999 Fine Troy Ounce Silver

UBS AG

Long

16.6016

122,104,768

Futures Positions as of March 31, 2014

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Futures (COMEX)

Long

May 2014

19.75

5,000

197,520

Forward Agreements as of March 31, 2014

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG

Long

19.9724

502,765,225

0.999 Fine Troy Ounce Silver

Goldman Sachs International

Long

19.9724

188,775,130

0.999 Fine Troy Ounce Silver

Societe Generale S.A.

Long

19.9724

86,021,127

0.999 Fine Troy Ounce Silver

UBS AG

Long

19.9724

187,181,333

The March 31, 2015 and 2014 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The March 31, 2015 and 2014 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 a single 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

190

ProShares Ultra Australian Dollar:

As of March 31, 2015 and 2014, the ProShares Ultra Australian Dollar Fund was exposed to exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Futures Positions as of March 31, 2015

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Long

June 2015

75.81

1,000

4,776,030

Futures Positions as of March 31, 2014

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Long

June 2014

92.25

1,000

6,918,750

The March 31, 2015 and 2014 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 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 a single day.

ProShares Ultra Euro:

As of March 31, 2015 and 2014, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2015


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International		Long		04/10/15		15,842,925			1.0749	$	17,031,264
Euro	UBS AG		Long		04/10/15		14,064,800			1.0749		15,119,767
Euro	Goldman Sachs International		Short		04/10/15		(1,344,700	)		1.0749		(1,445,563	)
Euro	UBS AG		Short		04/10/15		(1,092,000	)		1.0749		(1,173,908	)

191

Foreign Currency Forward Contracts as of March 31, 2014


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro	Goldman Sachs International		Long		04/04/14		788,225			1.3776	$	1,085,855
Euro	UBS AG		Long		04/04/14		3,071,000			1.3776		4,230,593
Euro	Goldman Sachs International		Short		04/04/14		(51,500	)		1.3776		(70,946	)
Euro	UBS AG		Short		04/04/14		(27,600	)		1.3776		(38,021	)

The March 31, 2015 and 2014 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 a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Yen:

As of March 31, 2015 and 2014, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of March 31, 2015 and 2014, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of March 31, 2015


Reference Currency	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International		Long		04/10/15		898,339,400			0.008338	$	7,491,206
Yen	UBS AG		Long		04/10/15		645,732,000			0.008338		5,384,726
Yen	Goldman Sachs International		Short		04/10/15		(17,456,500	)		0.008338		(145,569	)
Yen	UBS AG		Short		04/10/15		(185,698,000	)		0.008338		(1,548,526	)

Foreign Currency Forward Contracts as of March 31, 2014


Reference Currency	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen	Goldman Sachs International		Long		04/04/14		304,953,900			0.009688	$	2,954,426
Yen	UBS AG		Long		04/04/14		313,415,000			0.009688		3,036,399
Yen	Goldman Sachs International		Short		04/04/14		(13,523,300	)		0.009688		(131,016	)
Yen	UBS AG		Short		04/04/14		(6,832,900	)		0.009688		(66,198	)

The March 31, 2015 and 2014 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. 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 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

192

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 a single 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.

Qualitative Disclosure

As described above in Item 2 of this Quarterly Report on Form 10-Q, it is the investment objective of each Geared Fund to seek daily investment results, before fees and expenses, which correspond to a multiple, the inverse or an inverse multiple of the daily performance, whether positive or negative, of its corresponding benchmark. Each Short Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each UltraShort Fund seeks daily investment results (before fees and expenses) that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. Each Ultra Fund seeks daily investment results (before fees and expenses) that correspond to two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results (before fees and expenses), both over a single day and over time, that match the performance of a benchmark. The Geared Funds do not seek to achieve these stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by two or negative two. Each Matching VIX Fund and the Managed Futures Fund seek investment results (before fees and expenses), both over a single day and over time, that match the performance of a benchmark. 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 a single day. The Matching VIX Funds seek to achieve their stated objectives 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 Bloomberg Crude Oil and the ProShares Ultra Bloomberg 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 Bloomberg 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 Managed Futures Fund, the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying the Managed Futures Fund, 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.

193

Additionally, performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Exchange Rate Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Managed Futures Fund and 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 or 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 or 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

194

maintained in a non-interest bearing demand deposit account. The Funds also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

Item 4.

Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of March 31, 2015, including providing reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the Trust and the Funds is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Trust as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended March 31, 2015, 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.

195

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, 2014, filed on March 2, 2015.

Margin for Non-cleared Swap Transactions

In 2014, the CFTC and various federal bank regulators proposed new mandatory margin requirements for non-cleared swaps and new requirements for the holding of collateral by swap dealers. These requirements, which are still pending final adoption, may increase the amount of collateral a Fund is required to provide to swap dealers for non-cleared swaps.

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 (File No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (File 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 (File 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 (File 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 (File No. 333-163511) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg 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 (File No. 333-176878), which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on Form S-1 (File 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 (File No. 333-183672) was a combined prospectus and acted as a post-effective amendment to the Form S-1 (File No. 333-176878). On September 27, 2012, a Registration Statement on Form S-3 (File No. 333-183674) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg 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 (File No. 333-163511). On September 28, 2012, a post-effective amendment to a Registration Statement on Form S-1 (File No. 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 (File 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 Bloomberg 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 (File No. 333-193672) and Form S-3 Registration Statement (File No. 333-183674). On April 24, 2013, a post-effective amendment to the Form S-1 Registration Statement (File No. 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 (File No. 333-187820) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra

196

VIX 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 (File No. 333-185289). On May 21, 2013, a Registration Statement on Form S-1 (File 333-188215) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg 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 (File No. 333-185288). On July 30, 2013, a Registration Statement on Form S-3 (File No. 333-189967) was declared effective, which registered additional Shares for ProShares Bloomberg Crude Oil and ProShares UltraShort Yen and partially terminated registered and unissued Shares of ProShares Ultra Bloomberg 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 (File No. 333-187820). On May 6, 2014, a post-effective amendment to the Form S-1 Registration Statement (File No. 333-188215) was declared effective, updating the Form S-1 Registration Statement by, among other things, incorporating by reference the audited financial statements for the fiscal year ended December 31, 2013. The post-effective amendment did not register any additional shares. On July 30, 2014, a Registration Statement on Form S-1 (File No. 333-196884) was declared effective, which partially terminated registered and unissued Shares of ProShares VIX Mid-Term Futures ETF, ProShares Ultra Bloomberg Commodity, ProShares Ultra Euro, ProShares Ultra Yen and ProShares UltraShort Bloomberg Commodity. That registration statement was a combined prospectus and acted as a post-effective amendment to two Form S-1 registration statements (File Nos. 333-188215 and 333-185288). On July 30, 2014, a Registration Statement on Form S-3 (File No. 333-196885) was also declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil and ProShares UltraShort Euro and partially terminated registered and unissued Shares of ProShares Ultra Gold, ProShares Ultra Silver and ProShares UltraShort Silver. That Registration Statement also was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-189967). Through the July 30, 2014 filings, ProShares Short VIX Short-Term Futures ETF was transferred from the Form S-1 to the Form S-3. On September 29, 2014, a Registration Statement on Form S-1 (File No. 333-198189) was declared effective, which registered a new offering of the Managed Futures Fund and acted as a post-effective amendment to the Form S-1 Registration Statement (File No. 333-196884). On November 25, 2014, a Registration Statement on Form S-1 (File No. 333-199642) was declared effective, which registered additional Shares for ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg Natural Gas and ProShares UltraShort Silver. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 registration statement (File No. 333-198189) and the Form S-3 registration statement (333-196885). On November 25, 2014, a Registration Statement on Form S-3 (File No. 333-199641) was also declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra VIX Short-Term Futures ETF, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That Registration Statement also was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-196885). Through the November 25, 2014 filings, ProShares UltraShort Silver was transferred from the Form S-3 to the Form S-1. On March 31, 2015, a Registration Statement on Form S-1 (File No. 333-202724) was declared effective, which registered additional Shares for ProShares VIX Mid-Term Futures ETF, ProShares Managed Futures Strategy, ProShares Ultra Bloomberg Commodity, ProShares Ultra Bloomberg Natural Gas, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Silver, ProShares Ultra Australian Dollar, ProShares UltraShort Australian Dollar, ProShares Ultra Euro, ProShares Short Euro and ProShares Ultra Yen. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 registration statement (File No. 333-199642). On March 31, 2015, a Registration Statement on Form S-3 (File No. 333-202725) was also declared effective, which registered additional Shares for ProShares Ultra Bloomberg Crude Oil, ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra VIX Short-Term Futures ETF, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That Registration Statement also was a combined prospectus and acted as a post-effective amendment to the Form S-3 (File No. 333-199641). Thus, as of March 31, 2015, the Trust continued to have two effective registration statements outstanding: 1) a Form S-1 Registration Statement (No. 333-199642); and 2) a Form S-3 Registration Statement (No. 333-199641).

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 in part be used for direct investment or deposited with the FCMs as margin in connection with futures contracts or in segregated accounts at the Funds’ custodian bank as collateral for swap agreements or forward contracts, as applicable. The Managed Futures Fund and 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.

197


Title of Securities Registered	Amount Registered As of March 31, 2015		Shares Sold For the Three Months Ended March 31, 2015		Sale Price of Shares Sold For the Three Months Ended March 31, 2015
ProShares Managed Futures Strategy
Common Units of Beneficial Interest	$	509,027,538		200,000	$	4,304,676
ProShares VIX Short-Term Futures ETF
Common Units of Beneficial Interest	$	2,068,623,063		4,575,000	$	84,542,261
ProShares VIX Mid-Term Futures ETF
Common Units of Beneficial Interest	$	619,302,925		200,000	$	12,344,563
ProShares Short VIX Short-Term Futures ETF
Common Units of Beneficial Interest	$	3,589,767,641		2,150,000	$	118,885,967
ProShares Ultra VIX Short-Term Futures ETF
Common Units of Beneficial Interest	$	4,255,550,774		48,150,000	$	966,149,726
ProShares UltraShort Bloomberg Commodity
Common Units of Beneficial Interest	$	172,839,931		—	$	—
ProShares UltraShort Bloomberg Crude Oil
Common Units of Beneficial Interest	$	2,114,776,247		4,600,000	$	372,664,934
ProShares UltraShort Bloomberg Natural Gas
Common Units of Beneficial Interest	$	412,030,981		150,000	$	10,858,377
ProShares UltraShort Gold
Common Units of Beneficial Interest	$	503,545,611		100,000	$	8,523,330
ProShares UltraShort Silver
Common Units of Beneficial Interest	$	2,083,528,399		250,000	$	25,115,676
ProShares Short Euro
Common Units of Beneficial Interest	$	174,672,977		100,000	$	4,418,831
ProShares UltraShort Australian Dollar
Common Units of Beneficial Interest	$	172,771,084		50,000	$	2,764,167
ProShares UltraShort Euro
Common Units of Beneficial Interest	$	1,888,450,946		5,500,000	$	148,238,393
ProShares UltraShort Yen
Common Units of Beneficial Interest	$	951,962,134		650,000	$	58,116,062
ProShares Ultra Bloomberg Commodity
Common Units of Beneficial Interest	$	129,604,130		—	$	—
ProShares Ultra Bloomberg Crude Oil
Common Units of Beneficial Interest	$	3,838,773,188		136,250,000	$	1,023,327,847
ProShares Ultra Bloomberg Natural Gas
Common Units of Beneficial Interest	$	540,275,387		2,050,000	$	27,576,652
ProShares Ultra Gold
Common Units of Beneficial Interest	$	683,270,223		50,000	$	2,093,762
ProShares Ultra Silver
Common Units of Beneficial Interest	$	2,251,471,600		700,000	$	28,733,984
ProShares Ultra Australian Dollar
Common Units of Beneficial Interest	$	193,296,041		—	$	—
ProShares Ultra Euro
Common Units of Beneficial Interest	$	126,652,323		800,000	$	13,540,570
ProShares Ultra Yen
Common Units of Beneficial Interest	$	138,726,333		300,000	$	4,285,016
Total:	$	27,418,919,476		206,825,000	$	2,916,484,794

198

(c)	From January 1, 2015 to March 31, 2015, 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 Managed Futures Strategy
01/01/15 to 01/31/15		—	$	—
02/01/15 to 02/28/15		100,000	$	21.40
03/01/15 to 03/31/15		—	$	—
ProShares VIX Short-Term Futures ETF
01/01/15 to 01/31/15		1,150,000	$	22.51
02/01/15 to 02/28/15		—	$	—
03/01/15 to 03/31/15		—	$	—
ProShares VIX Mid-Term Futures ETF
01/01/15 to 01/31/15		—	$	—
02/01/15 to 02/28/15		25,000	$	67.75
03/01/15 to 03/31/15		50,000	$	60.68
ProShares Short VIX Short-Term Futures ETF
01/01/15 to 01/31/15		1,200,000	$	58.78
02/01/15 to 02/28/15		2,650,000	$	59.62
03/01/15 to 03/31/15		2,400,000	$	67.40
ProShares Ultra VIX Short-Term Futures ETF
01/01/15 to 01/31/15		8,250,000	$	28.20
02/01/15 to 02/28/15		2,350,000	$	26.50
03/01/15 to 03/31/15		5,900,000	$	17.57
ProShares UltraShort Bloomberg Commodity
01/01/15 to 01/31/15		—	$	—
02/01/15 to 02/28/15		—	$	—
03/01/15 to 03/31/15		—	$	—
ProShares UltraShort Bloomberg Crude Oil
01/01/15 to 01/31/15		650,000	$	93.27
02/01/15 to 02/28/15		500,000	$	79.92
03/01/15 to 03/31/15		1,350,000	$	86.23
ProShares UltraShort Bloomberg Natural Gas
01/01/15 to 01/31/15		50,000	$	69.58
02/01/15 to 02/28/15		100,000	$	88.15
03/01/15 to 03/31/15		50,000	$	87.56
ProShares UltraShort Gold
01/01/15 to 01/31/15		—	$	—
02/01/15 to 02/28/15		50,000	$	94.03
03/01/15 to 03/31/15		100,000	$	101.53
ProShares UltraShort Silver
01/01/15 to 01/31/15		50,000	$	86.90
02/01/15 to 02/28/15		—	$	—
03/01/15 to 03/31/15		100,000	$	114.65
ProShares Short Euro
01/01/15 to 01/31/15		—	$	—
02/01/15 to 02/28/15		—	$	—
03/01/15 to 03/31/15		—	$	—
ProShares UltraShort Australian Dollar
01/01/15 to 01/31/15		—		—
02/01/15 to 02/28/15		—	$	—
03/01/15 to 03/31/15		150,000	$	55.87
ProShares UltraShort Euro
01/01/15 to 01/31/15		1,400,000	$	23.82
02/01/15 to 02/28/15		3,300,000	$	24.00
03/01/15 to 03/31/15		1,750,000	$	26.29
ProShares UltraShort Yen
01/01/15 to 01/31/15		300,000	$	85.06
02/01/15 to 02/28/15		450,000	$	87.41
03/01/15 to 03/31/15		900,000	$	89.32

199


ProShares Ultra Bloomberg Commodity
01/01/15 to 01/31/15	—	$	—
02/01/15 to 02/28/15	—	$	—
03/01/15 to 03/31/15	—	$	—
ProShares Ultra Bloomberg Crude Oil
01/01/15 to 01/31/15	—	$	—
02/01/15 to 02/28/15	12,850,000	$	9.09
03/01/15 to 03/31/15	20,600,000	$	7.64
ProShares Ultra Bloomberg Natural Gas
01/01/15 to 01/31/15	100,000	$	17.57
02/01/15 to 02/28/15	600,000	$	15.04
03/01/15 to 03/31/15	550,000	$	13.33
ProShares Ultra Gold
01/01/15 to 01/31/15	100,000	$	45.46
02/01/15 to 02/28/15	—	$	—
03/01/15 to 03/31/15	—	$	—
ProShares Ultra Silver
01/01/15 to 01/31/15	200,000	$	43.96
02/01/15 to 02/28/15	—	$	—
03/01/15 to 03/31/15	250,000	$	41.92
ProShares Ultra Australian Dollar
01/01/15 to 01/31/15	—	$	—
02/01/15 to 02/28/15	—	$	—
03/01/15 to 03/31/15	—	$	—
ProShares Ultra Euro
01/01/15 to 01/31/15	—	$	—
02/01/15 to 02/28/15	—	$	—
03/01/15 to 03/31/15	—	$	—
ProShares Ultra Yen
01/01/15 to 01/31/15	—	$	—
02/01/15 to 02/28/15	—	$	—
03/01/15 to 03/31/15	50,000	$	13.74

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

200

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(1)

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(1)

101.INS		XBRL Instance Document(1)

101.SCH		XBRL Taxonomy Extension Schema(1)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase(1)

101.DEF		XBRL Taxonomy Extension Definition Linkbase(1)

101.LAB		XBRL Taxonomy Extension Label Linkbase(1)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase(1)

(1)	Filed herewith.

201

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/ Todd Johnson

By: Todd Johnson

Principal Executive Officer

Date: May 11, 2015

/s/ Edward Karpowicz

By: Edward Karpowicz

Principal Financial Officer

Date: May 11, 2015