AGQ 10-Q Quarterly Report Sept. 30, 2012

AGQ 10-Q Quarter ended Sept. 30, 2012

PROSHARES TRUST II

10-Ks and 10-Qs

10-Q	Quarter ended Sept. 30, 2025
10-Q	Quarter ended June 30, 2025
10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
10-Q	Quarter ended June 30, 2011
10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

10-Q 1 d404624d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

for the quarterly period ended September 30, 2012.

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

for the transition period from to .

Commission file number: 001-34200

PROSHARES TRUST II

(Exact name of registrant as specified in its charter)

Delaware

87-6284802

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue, Suite 1000

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip code)

(240) 497-6400

(Registrant’s telephone number, including area code)

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.		150

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		207

Item 4. Controls and Procedures.		225

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.		226

Item 1A. Risk Factors.		226

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		226

Item 3. Defaults Upon Senior Securities.		231

Item 4. Mine Safety Disclosures.		231

Item 5. Other Information.		231

Item 6. Exhibits.		231

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 Ultra DJ-UBS Commodity		2
ProShares UltraShort DJ-UBS Commodity		7
ProShares Ultra DJ-UBS Crude Oil		12
ProShares UltraShort DJ-UBS Crude Oil		17
ProShares Ultra DJ-UBS Natural Gas		22
ProShares UltraShort DJ-UBS Natural Gas		27
ProShares Ultra Gold		32
ProShares UltraShort Gold		37
ProShares Ultra Silver		42
ProShares UltraShort Silver		47
ProShares Ultra Australian Dollar		52
ProShares UltraShort Australian Dollar		57
ProShares Ultra Euro		62
ProShares Short Euro		67
ProShares UltraShort Euro		72
ProShares Ultra Yen		77
ProShares UltraShort Yen		82
ProShares Ultra VIX Short-Term Futures ETF		87
ProShares VIX Short-Term Futures ETF		92
ProShares Short VIX Short-Term Futures ETF		97
ProShares VIX Mid-Term Futures ETF		102
ProShares Managed Futures Strategy		107
ProShares Commodity Managed Futures Strategy		108
ProShares Financial Managed Futures Strategy		109
ProShares Trust II		110
Notes to Financial Statements		114

See accompanying notes to financial statements.

- 1 -

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012
	(unaudited)		December 31, 2011
Assets
Cash	$	238,147	$	59,453
Short-term U.S. government and agency obligations (Note 3) (cost $7,901,505 and $9,713,956, respectively)		7,901,820		9,713,685
Unrealized appreciation on swap agreements		267,485		—

Total assets		8,407,452		9,773,138

Liabilities and shareholders’ equity
Liabilities
Management fee payable		6,474		7,432
Unrealized depreciation on swap agreements		—		707,177

Total liabilities		6,474		714,609

Shareholders’ equity
Shareholders’ equity		8,400,978		9,058,529

Total liabilities and shareholders’ equity	$	8,407,452	$	9,773,138

Shares outstanding		300,014		350,014

Net asset value per share	$	28.00	$	25.88

Market value per share (Note 2)	$	27.71	$	25.64

See accompanying notes to financial statements.

- 2 -

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(94% of shareholders’ equity)
U.S. Treasury Bills:
0.080% due 10/04/12†	$	1,749,000	$	1,748,997
0.105% due 11/23/12		710,000		709,926
0.095% due 01/03/13†		2,914,000		2,913,447
0.092% due 01/10/13†		2,530,000		2,529,450

Total short-term U.S. government and agency obligations (cost $7,901,505)			$	7,901,820

Swap Agreements^


					Unrealized
			Notional Amount		Appreciation
	Termination Date		at Value*		(Depreciation)
DJ-UBS Commodity Index Swap—Goldman Sachs International		10/08/12	$	11,686,812	$	186,416
DJ-UBS Commodity Index Swap—UBS AG		10/08/12		5,108,198		81,069

					$	267,485

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

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

- 3 -

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	1,472		$	993		$	3,401		$	10,264

Expenses
Management fee		21,020			37,054			62,966			131,603

Total expenses		21,020			37,054			62,966			131,603

Net investment income (loss)		(19,548	)		(36,061	)		(59,565	)		(121,339	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		1,946,086			(1,050,671	)		(234,500	)		939,496
Short-term U.S. government and agency obligations		(7	)		78			(7	)		201

Net realized gain (loss)		1,946,079			(1,050,593	)		(234,507	)		939,697

Change in net unrealized appreciation/depreciation on
Swap agreements		(418,834	)		(2,076,464	)		974,662			(5,645,596	)
Short-term U.S. government and agency obligations		278			(548	)		586			(591	)

Change in net unrealized appreciation/depreciation		(418,556	)		(2,077,012	)		975,248			(5,646,187	)

Net realized and unrealized gain (loss)		1,527,523			(3,127,605	)		740,741			(4,706,490	)

Net income (loss)	$	1,507,975		$	(3,163,666	)	$	681,176		$	(4,827,829	)

Net income (loss) per weighted-average share	$	4.53		$	(6.92	)	$	1.98		$	(9.40	)

Weighted-average shares outstanding		333,166			457,079			344,357			513,750

See accompanying notes to financial statements.

- 4 -

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	9,058,529
Redemption of 50,000 shares		(1,338,727	)

Net investment income (loss)		(59,565	)
Net realized gain (loss)		(234,507	)
Change in net unrealized appreciation/depreciation		975,248

Net income (loss)		681,176

Shareholders’ equity, at September 30, 2012	$	8,400,978

See accompanying notes to financial statements.

- 5 -

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended			Nine months ended
	September 30, 2012			September 30, 2011
Cash flow from operating activities
Net income (loss)	$	681,176		$	(4,827,829	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net sale (purchase) of short-term U.S. government and agency obligations		1,812,451			810,424
Change in unrealized appreciation/depreciation on investments		(975,248	)		5,646,187
Increase (Decrease) in management fee payable		(958	)		10,155

Net cash provided by (used in) operating activities		1,517,421			1,638,937

Cash flow from financing activities
Proceeds from addition of shares		—			1,782,755
Payment on shares redeemed		(1,338,727	)		(3,430,636	)

Net cash provided by (used in) financing activities		(1,338,727	)		(1,647,881	)

Net increase (decrease) in cash		178,694			(8,944	)
Cash, beginning of period		59,453			17,743

Cash, end of period	$	238,147		$	8,799

See accompanying notes to financial statements.

- 6 -

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012
	(unaudited)		December 31, 2011
Assets
Cash	$	297,340	$	9,060
Short-term U.S. government and agency obligations (Note 3) (cost $2,699,947 and $8,534,904, respectively)		2,699,968		8,534,690
Unrealized appreciation on swap agreements		—		570,751

Total assets		2,997,308		9,114,501

Liabilities and shareholders’ equity
Liabilities
Management fee payable		2,279		7,355
Unrealized depreciation on swap agreements		113,533		—

Total liabilities		115,812		7,355

Shareholders’ equity
Shareholders’ equity		2,881,496		9,107,146

Total liabilities and shareholders’ equity	$	2,997,308	$	9,114,501

Shares outstanding		59,997		159,997

Net asset value per share (Note 1)	$	48.03	$	56.92

Market value per share (Note 1) (Note 2)	$	48.25	$	56.19

See accompanying notes to financial statements.

- 7 -

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(94% of shareholders’ equity)
U.S. Treasury Bills:
0.078% due 10/04/12†	$	2,553,000	$	2,552,996
0.095% due 01/03/13		147,000		146,972

Total short-term U.S. government and agency obligations (cost $2,699,947)			$	2,699,968

Swap Agreements^


	Termination Date		Notional Amount at Value*			Unrealized Appreciation (Depreciation)
DJ-UBS Commodity Index Swap—Goldman Sachs International		10/08/12	$	(4,448,127	)	$	(87,044	)
DJ-UBS Commodity Index Swap—UBS AG		10/08/12		(1,319,410	)		(26,489	)

						$	(113,533	)

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

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

- 8 -

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	September 30,			September 30,			September 30,			September 30,
	2012			2011			2012			2011
Investment Income
Interest	$	568		$	731		$	2,227		$	3,522

Expenses
Management fee		7,390			32,416			43,386			111,453

Total expenses		7,390			32,416			43,386			111,453

Net investment income (loss)		(6,822	)		(31,685	)		(41,159	)		(107,931	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Swap agreements		(861,786	)		2,148,146			653,141			(3,367,856	)
Short-term U.S. government and agency obligations		—			566			62			1,732

Net realized gain (loss)		(861,786	)		2,148,712			653,203			(3,366,124	)

Change in net unrealized appreciation/depreciation on
Swap agreements		206,641			(1,247,546	)		(684,284	)		1,169,138
Short-term U.S. government and agency obligations		(71	)		(870	)		235			(655	)

Change in net unrealized appreciation/depreciation		206,570			(1,248,416	)		(684,049	)		1,168,483

Net realized and unrealized gain (loss)		(655,216	)		900,296			(30,846	)		(2,197,641	)

Net income (loss)	$	(662,038	)	$	868,611		$	(72,005	)	$	(2,305,572	)

Net income (loss) per weighted-average share (See Note 1)	$	(11.03	)	$	3.01		$	(0.65	)	$	(6.76	)

Weighted-average shares outstanding (See Note 1)		59,997			288,258			110,544			341,170

See accompanying notes to financial statements.

- 9 -

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	9,107,146
Redemption of 100,000 shares		(6,153,645	)

Net investment income (loss)		(41,159	)
Net realized gain (loss)		653,203
Change in net unrealized appreciation/depreciation		(684,049	)

Net income (loss)		(72,005	)

Shareholders’ equity, at September 30, 2012	$	2,881,496

See accompanying notes to financial statements.

- 10 -

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended			Nine months ended
	September 30, 2012			September 30, 2011
Cash flow from operating activities
Net income (loss)	$	(72,005	)	$	(2,305,572	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net sale (purchase) of short-term U.S. government and agency obligations		5,834,957			(9,789,081	)
Change in unrealized appreciation/depreciation on investments		684,049			(1,168,483	)
Increase (Decrease) in management fee payable		(5,076	)		15,372

Net cash provided by (used in) operating activities		6,441,925			(13,247,764	)

Cash flow from financing activities
Proceeds from addition of shares		—			84,549,839
Payment on shares redeemed		(6,153,645	)		(71,306,282	)

Net cash provided by (used in) financing activities		(6,153,645	)		13,243,557

Net increase (decrease) in cash		288,280			(4,207	)
Cash, beginning of period		9,060			10,654

Cash, end of period	$	297,340		$	6,447

See accompanying notes to financial statements.

- 11 -

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	739,977	$	495,671
Segregated cash balances with brokers for futures contracts		17,318,070		14,202,793
Short-term U.S. government and agency obligations (Note 3) (cost $366,158,697 and $246,926,093, respectively)		366,172,164		246,919,569
Receivable from capital shares sold		10,447,382		—
Receivable on open futures contracts		1,043,668		—

Total assets		395,721,261		261,618,033

Liabilities and shareholders’ equity
Liabilities
Management fee payable		266,602		215,315
Unrealized depreciation on swap agreements		13,480,730		10,007,396

Total liabilities		13,747,332		10,222,711

Shareholders’ equity
Shareholders’ equity		381,973,929		251,395,322

Total liabilities and shareholders’ equity	$	395,721,261	$	261,618,033

Shares outstanding		12,199,170		6,149,170

Net asset value per share (Note 1)	$	31.31	$	40.88

Market value per share (Note 1) (Note 2)	$	31.21	$	40.94

See accompanying notes to financial statements.

- 12 -

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(96% of shareholders’ equity)
U.S. Treasury Bills:
0.058% due 10/04/12†	$	51,336,000	$	51,335,918
0.092% due 11/23/12†		22,927,000		22,924,606
0.095% due 01/03/13†		198,291,000		198,253,384
0.088% due 01/10/13†		57,604,000		57,591,483
0.100% due 02/07/13		36,080,000		36,066,773

Total short-term U.S. government and agency obligations (cost $366,158,697)			$	366,172,164

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
WTI Crude Oil Future 11/15/2012 (CLX2)		3,087	$	284,590,530	$	(5,140,430	)

Swap Agreements^


	Termination Date		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
DJ-UBS WTI Crude Oil Subindex Swap—Goldman Sachs International		10/08/12	$	184,858,973	$	(4,028,050	)
DJ-UBS WTI Crude Oil Subindex Swap—Societe Generale		10/08/12		148,481,998		(4,688,902	)
DJ-UBS WTI Crude Oil Subindex Swap—UBS AG		10/08/12		146,064,844		(4,763,778	)

					$	(13,480,730	)

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

††	Cash collateral in the amount of $17,318,070 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

- 13 -

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	63,544		$	16,734		$	126,796		$	154,462

Expenses
Management fee		914,474			960,393			2,267,600			2,416,617
Brokerage commissions		17,756			21,032			51,677			75,805

Total expenses		932,230			981,425			2,319,277			2,492,422

Net investment income (loss)		(868,686	)		(964,691	)		(2,192,481	)		(2,337,960	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		39,863,006			(42,050,522	)		(3,106,383	)		(7,585,638	)
Swap agreements		53,732,254			(45,717,064	)		85,922			(5,844,053	)
Short-term U.S. government and agency obligations		1,157			(250	)		3,970			12,712

Net realized gain (loss)		93,596,417			(87,767,836	)		(3,016,491	)		(13,416,979	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(15,276,450	)		(14,534,400	)		(3,775,100	)		(28,508,020	)
Swap agreements		(17,443,924	)		(31,006,847	)		(3,473,334	)		(46,336,294	)
Short-term U.S. government and agency obligations		(123	)		(20,697	)		19,991			(28,977	)

Change in net unrealized appreciation/depreciation		(32,720,497	)		(45,561,944	)		(7,228,443	)		(74,873,291	)

Net realized and unrealized gain (loss)		60,875,920			(133,329,780	)		(10,244,934	)		(88,290,270	)

Net income (loss)	$	60,007,234		$	(134,294,471	)	$	(12,437,415	)	$	(90,628,230	)

Net income (loss) per weighted-average share (Note 1)	$	4.94		$	(11.91	)	$	(1.35	)	$	(11.35	)

Weighted-average shares outstanding (Note 1)		12,151,344			11,280,148			9,201,542			7,982,238

See accompanying notes to financial statements.

- 14 -

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	251,395,322
Addition of 19,300,000 shares		602,064,387
Redemption of 13,250,000 shares		(459,048,365	)

Net addition (redemption) of 6,050,000 shares		143,016,022


Net investment income (loss)		(2,192,481	)
Net realized gain (loss)		(3,016,491	)
Change in net unrealized appreciation/depreciation		(7,228,443	)

Net income (loss)		(12,437,415	)

Shareholders’ equity, at September 30, 2012	$	381,973,929

See accompanying notes to financial statements.

- 15 -

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	(12,437,415	)	$	(90,268,230	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(3,115,277	)		(21,242,250	)
Net sale (purchase) of short-term U.S. government and agency obligations		(119,232,604	)		(164,591,790	)
Change in unrealized appreciation/depreciation on investments		3,453,343			46,365,271
Decrease (Increase) in receivable on futures contracts		(1,043,668	)		3,035,150
Increase (Decrease) in management fee payable		51,287			450,884
Increase (Decrease) in payable on futures contracts		—			11,219,495

Net cash provided by (used in) operating activities		(132,324,334	)		(215,391,470	)

Cash flow from financing activities
Proceeds from addition of shares		591,617,005			1,139,475,837
Payment on shares redeemed		(459,048,365	)		(920,858,114	)

Net cash provided by (used in) financing activities		132,568,640			218,617,723

Net increase (decrease) in cash		244,306			3,226,253
Cash, beginning of period		495,671			905,158

Cash, end of period	$	739,977		$	4,131,411

See accompanying notes to financial statements.

- 16 -

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	211,847	$	265,258
Segregated cash balances with brokers for futures contracts		4,753,654		9,078,683
Short-term U.S. government and agency obligations (Note 3) (cost $106,230,736 and $131,936,844, respectively)		106,234,641		131,934,193
Unrealized appreciation on swap agreements		5,408,517		2,645,240
Receivable on open futures contracts		—		576,597

Total assets		116,608,659		144,499,971

Liabilities and shareholders’ equity
Liabilities
Management fee payable		91,897		110,078

Total liabilities		91,897		110,078

Shareholders’ equity
Shareholders’ equity		116,516,762		144,389,893

Total liabilities and shareholders’ equity	$	116,608,659	$	144,499,971

Shares outstanding		2,869,944		3,719,944

Net asset value per share (Note 1)	$	40.60	$	38.82

Market value per share (Note 1) (Note 2)	$	40.72	$	38.69

See accompanying notes to financial statements.

- 17 -

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(91% of shareholders’ equity)
U.S. Treasury Bills:
0.062% due 10/04/12†	$	31,383,000	$	31,382,950
0.093% due 11/23/12		7,197,000		7,196,249
0.095% due 01/03/13†		53,152,000		53,141,917
0.092% due 01/10/13†		12,374,000		12,371,311
0.105% due 02/07/13		2,143,000		2,142,214

Total short-term U.S. government and agency obligations (cost $106,230,736)			$	106,234,641

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
WTI Crude Future 11/15/2012 (CLX2)		899	$	82,878,810	$	1,926,470

Swap Agreements^


	Termination Date		Notional Amount at Value*			Unrealized Appreciation (Depreciation)
DJ-UBS WTI Crude Oil Subindex Swap—Goldman Sachs International		10/08/12	$	(60,694,381	)	$	2,280,602
DJ-UBS WTI Crude Oil Subindex Swap—Societe Generale		10/08/12		(54,129,361	)		2,140,503
DJ-UBS WTI Crude Oil Subindex Swap—UBS AG		10/08/12		(35,377,663	)		987,412

						$	5,408,517

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

††	Cash collateral in the amount of $4,753,654 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

- 18 -

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	19,218		$	5,491		$	49,995		$	67,925

Expenses
Management fee		252,685			236,646			871,751			936,197
Brokerage commissions		8,254			8,341			24,596			40,643

Total expenses		260,939			244,987			896,347			976,840

Net investment income (loss)		(241,721	)		(239,496	)		(846,352	)		(908,915	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(11,352,523	)		14,712,451			9,297,036			17,177,834
Swap agreements		(13,102,901	)		26,160,078			16,747,909			41,288,571
Short-term U.S. government and agency obligations		1,654			893			3,424			11,042

Net realized gain (loss)		(24,453,770	)		40,873,422			26,048,369			58,477,447

Change in net unrealized appreciation/depreciation on
Futures contracts		5,021,020			1,855,210			1,679,430			6,527,530
Swap agreements		5,012,876			473,645			2,763,277			11,484,645
Short-term U.S. government and agency obligations		1,235			(2,573	)		6,556			(6,708	)

Change in net unrealized appreciation/depreciation		10,035,131			2,326,282			4,449,263			18,005,467

Net realized and unrealized gain (loss)		(14,418,639	)		43,199,704			30,497,632			76,482,914

Net income (loss)	$	(14,660,360	)	$	42,960,208		$	29,651,280		$	75,573,999

Net income (loss) per weighted-average share (Note 1)	$	(5.67	)	$	21.98		$	9.23		$	26.58

Weighted-average shares outstanding (Note 1)		2,585,500			1,954,183			3,213,878			2,842,815

See accompanying notes to financial statements.

- 19 -

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	144,389,893
Addition of 5,250,000 shares		204,359,211
Redemption of 6,100,000 shares		(261,883,622	)

Net addition (redemption) of (850,000) shares		(57,524,411	)

Net investment income (loss)		(846,352	)
Net realized gain (loss)		26,048,369
Change in net unrealized appreciation/depreciation		4,449,263

Net income (loss)		29,651,280

Shareholders’ equity, at September 30, 2012	$	116,516,762

See accompanying notes to financial statements.

- 20 -

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	29,651,280		$	75,573,999
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		4,325,029			(1,150,200	)
Net sale (purchase) of short-term U.S. government and agency obligations		25,706,108			77,483,646
Change in unrealized appreciation/depreciation on investments		(2,769,833	)		(11,477,937	)
Decrease (Increase) in receivable on futures contracts		576,597			(956,059	)
Increase (Decrease) in management fee payable		(18,181	)		(8,959	)
Increase (Decrease) in payable on futures contracts		—			(1,140,144	)

Net cash provided by (used in) operating activities		57,471,000			138,324,346

Cash flow from financing activities
Proceeds from addition of shares		204,359,211			352,799,851
Payment on shares redeemed		(261,883,622	)		(494,544,029	)

Net cash provided by (used in) financing activities		(57,524,411	)		(141,744,178	)

Net increase (decrease) in cash		(53,411	)		(3,419,832	)
Cash, beginning of period		265,258			4,007,347

Cash, end of period	$	211,847		$	587,515

See accompanying notes to financial statements.

- 21 -

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	3,472,553	$	3,361,868
Segregated cash balances with brokers for futures contracts		11,184,250		725,409
Short-term U.S. government and agency obligations (Note 3) (cost $65,921,169 and $0, respectively)		65,922,744		—
Receivable on open futures contracts		2,218,701		—
Offering costs (Note 5)		576		20,150

Total assets		82,798,824		4,107,427

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		15,237,064		—
Management fee payable		56,120		1,454
Payable for offering costs		—		26,624

Total liabilities		15,293,184		28,078

Shareholders’ equity
Shareholders’ equity		67,505,640		4,079,349

Total liabilities and shareholders’ equity	$	82,798,824	$	4,107,427

Shares outstanding		1,319,941		40,002

Net asset value per share (Note 1)	$	51.14	$	101.98

Market value per share (Note 1) (Note 2)	$	51.09	$	101.35

See accompanying notes to financial statements.

- 22 -

PROSHARES ULTRA DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(98% of shareholders’ equity)
U.S. Treasury Bills:
0.066% due 10/04/12	$	7,911,000	$	7,910,987
0.090% due 11/23/12		14,846,000		14,844,450
0.095% due 01/03/13		6,196,000		6,194,825
0.092% due 01/10/13		27,060,000		27,054,120
0.093% due 02/07/13		9,922,000		9,918,362

Total short-term U.S. government and agency obligations (cost $65,921,169)			$	65,922,744

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas Future 11/15/2012 (NGX2)		4,067	$	135,024,400	$	12,769,070

††	Cash collateral in the amount of $11,184,250 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

See accompanying notes to financial statements.

- 23 -

PROSHARES ULTRA DJ-UBS NATURAL GAS*

STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Three months ended September 30, 2012			Nine months ended September 30, 2012
Investment Income
Interest	$	9,896		$	18,894

Expenses
Management fee		137,754			260,956
Brokerage commissions		31,584			90,703
Offering costs		17,694			63,342

Total expenses		187,032			415,001

Net investment income (loss)		(177,136	)		(396,107	)

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

Net realized gain (loss)		20,880,467			(5,781,054	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(5,822,190	)		13,594,580
Short-term U.S. government and agency obligations		(319	)		1,575

Change in net unrealized appreciation/depreciation		(5,822,509	)		13,596,155

Net realized and unrealized gain (loss)		15,057,958			7,815,101

Net income (loss)	$	14,880,822		$	7,418,994

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

Weighted-average shares outstanding (Note 1)		1,448,274			1,037,473

*	Since the Fund commenced investment operations on October 4, 2011, statements of operations for the three and nine months ended September 30, 2011 have not been provided.

See accompanying notes to financial statements.

- 24 -

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	4,079,349
Addition of 2,080,000 shares		97,320,934
Redemption of 800,061 shares		(41,313,637	)

Net addition (redemption) of 1,279,939 shares		56,007,297

Net investment income (loss)		(396,107	)
Net realized gain (loss)		(5,781,054	)
Change in net unrealized appreciation/depreciation		13,596,155

Net income (loss)		7,418,994

Shareholders’ equity, at September 30, 2012	$	67,505,640

See accompanying notes to financial statements.

- 25 -

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	7,418,994
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(10,458,841	)
Net sale (purchase) of short-term U.S. government and agency obligations		(65,921,169	)
Change in unrealized appreciation/depreciation on investments		(1,575	)
Decrease (Increase) in receivable on futures contracts		(2,218,701	)
Change in offering cost		19,574
Increase (Decrease) in management fee payable		54,666
Increase (Decrease) in payable for offering costs		(26,624	)

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

Cash flow from financing activities
Proceeds from addition of shares		97,320,934
Payment on shares redeemed		(26,076,573	)

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

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

Cash, end of period	$	3,472,553

See accompanying notes to financial statements.

- 26 -

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	308,591	$	2,969,266
Segregated cash balances with brokers for futures contracts		2,200,000		1,439,775
Short-term U.S. government and agency obligations (Note 3) (cost $9,990,646 and $2,621,895, respectively)		9,991,158		2,621,684
Receivable from capital shares sold		1,106,975		—
Receivable on open futures contracts		—		123,128
Offering costs (Note 5)		576		20,150

Total assets		13,607,300		7,174,003

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		312,649		—
Management fee payable		11,730		5,069
Payable for offering costs		—		26,624

Total liabilities		324,379		31,693

Shareholders’ equity
Shareholders’ equity		13,282,921		7,142,310

Total liabilities and shareholders’ equity	$	13,607,300	$	7,174,003

Shares outstanding		600,030		300,030

Net asset value per share (Note 1)	$	22.14	$	23.81

Market value per share (Note 1) (Note 2)	$	22.14	$	23.96

See accompanying notes to financial statements.

- 27 -

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(75% of shareholders’ equity)
U.S. Treasury Bills:
0.070% due 10/04/12	$	262,000	$	262,000
0.093% due 11/23/12		517,000		516,946
0.095% due 01/03/13		7,759,000		7,757,528
0.090% due 01/10/13		1,455,000		1,454,684

Total short-term U.S. government and agency obligations (cost $9,990,646)			$	9,991,158

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Natural Gas Future 11/15/ 2012 (NGX2)		800	$	26,560,000	$	(2,802,080	)

††	Cash collateral in the amount of $2,200,000 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

See accompanying notes to financial statements.

- 28 -

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS*

STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


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

Expenses
Management fee		14,762			39,735
Brokerage commissions		10,986			52,462
Offering costs		17,694			63,342

Total expenses		43,442			155,539

Net investment income (loss)		(41,588	)		(150,656	)

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

Net realized gain (loss)		(4,765,841	)		1,537,175

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

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

Net realized and unrealized gain (loss)		(3,747,142	)		(2,645,192	)

Net income (loss)	$	(3,788,730	)	$	(2,795,848	)

Net income (loss) per weighted-average share (Note 1)	$	(7.68	)	$	(6.54	)

Weighted-average shares outstanding (Note 1)		493,508			427,402

*	Since the Fund commenced investment operations on October 4, 2011, statements of operations for the three and nine months ended September 30, 2011 have not been provided.

See accompanying notes to financial statements.

- 29 -

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	7,142,310
Addition of 850,000 shares		29,236,979
Redemption of 550,000 shares		(20,300,520	)

Net addition (redemption) of 300,000 shares		8,936,459

Net investment income (loss)		(150,656	)
Net realized gain (loss)		1,537,175
Change in net unrealized appreciation/depreciation		(4,182,367	)

Net income (loss)		(2,795,848	)

Shareholders’ equity, at September 30, 2012	$	13,282,921

See accompanying notes to financial statements.

- 30 -

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(2,795,848	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(760,225	)
Net sale (purchase) of short-term U.S. government and agency obligations		(7,368,751	)
Change in unrealized appreciation/depreciation on investments		(723	)
Decrease (Increase) in receivable on futures contracts		123,128
Change in offering cost		19,574
Increase (Decrease) in management fee payable		6,661
Increase (Decrease) in payable on futures contracts		312,649
Increase (Decrease) in payable for offering costs		(26,624	)

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

Cash flow from financing activities
Proceeds from addition of shares		28,130,004
Payment on shares redeemed		(20,300,520	)

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

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

Cash, end of period	$	308,591

See accompanying notes to financial statements.

- 31 -

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	88,750	$	400,533
Segregated cash balances with brokers for futures contracts		16,905		22,950
Short-term U.S. government and agency obligations (Note 3) (cost $358,218,835 and $399,322,327, respectively)		358,231,650		399,317,740
Unrealized appreciation on forward agreements		30,642,789		—
Receivable from capital shares sold		—		7,796,997
Receivable on open futures contracts		—		540

Total assets		388,980,094		407,538,760

Liabilities and shareholders’ equity
Liabilities
Management fee payable		290,186		303,120
Unrealized depreciation on forward agreements		—		80,836,280

Total liabilities		290,186		81,139,400

Shareholders’ equity
Shareholders’ equity		388,689,908		326,399,360

Total liabilities and shareholders’ equity	$	388,980,094	$	407,538,760

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

Net asset value per share	$	97.17	$	75.91

Market value per share (Note 2)	$	96.92	$	79.01

See accompanying notes to financial statements.

- 32 -

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(92% of shareholders’ equity)
U.S. Treasury Bills:
0.075% due 10/04/12†	$	124,855,000	$	124,854,800
0.081% due 11/23/12		4,770,000		4,769,502
0.096% due 01/03/13†		182,374,000		182,339,404
0.087% due 01/10/13†		46,278,000		46,267,944

Total short-term U.S. government and agency obligations (cost $358,218,835)			$	358,231,650

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold 100 OZ Future 12/15/2012 (GCZ2)		2	$	354,780	$	35,120

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
London Gold PM Fixing Forward—Deutsche Bank AG London		10/08/12	$	73,500	$	130,552,170	$	614,706
London Gold PM Fixing Forward—Goldman Sachs International		10/08/12		118,320		210,162,350		8,610,282
London Gold PM Fixing Forward—Societe Generale S.A.		10/08/12		118,800		211,014,936		8,385,857
London Gold PM Fixing Forward—UBS AG		10/08/12		126,800		225,224,696		13,031,944

							$	30,642,789

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

††	Cash collateral in the amount of $16,905 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

- 33 -

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	62,437		$	20,274		$	151,337		$	138,778

Expenses
Management fee		825,270			958,522			2,546,445			2,166,956
Brokerage commissions		8			1,020			33			2,830

Total expenses		825,278			959,542			2,546,478			2,169,786

Net investment income (loss)		(762,841	)		(939,268	)		(2,395,141	)		(2,031,008	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		1,600			1,329,813			(37,880	)		2,152,978
Forward agreements		23,187,603			3,464,320			(27,034,257	)		53,273,927
Short-term U.S. government and agency obligations		1,030			2,407			1,664			2,259

Net realized gain (loss)		23,190,233			4,796,540			(27,070,473	)		55,429,164

Change in net unrealized appreciation/depreciation on
Futures contracts		31,360			(340,810	)		76,780			(863,660	)
Forward agreements		47,286,260			23,670,553			111,479,069			265,797
Short-term U.S. government and agency obligations		5,738			(25,972	)		17,402			(25,678	)

Change in net unrealized appreciation/depreciation		47,323,358			23,303,771			111,573,251			(623,541	)

Net realized and unrealized gain (loss)		70,513,591			28,100,311			84,502,778			54,805,623

Net income (loss)	$	69,750,750		$	27,161,043		$	82,107,637		$	52,774,615

Net income (loss) per weighted-average share	$	17.08		$	6.72		$	19.69		$	14.23

Weighted-average shares outstanding		4,083,166			4,042,405			4,169,722			3,709,721

See accompanying notes to financial statements.

- 34 -

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	326,399,360
Addition of 500,000 shares		49,880,610
Redemption of 800,000 shares		(69,697,699	)

Net addition (redemption) of (300,000) shares		(19,817,089	)

Net investment income (loss)		(2,395,141	)
Net realized gain (loss)		(27,070,473	)
Change in net unrealized appreciation/depreciation		111,573,251

Net income (loss)		82,107,637

Shareholders’ equity, at September 30, 2012	$	388,689,908

See accompanying notes to financial statements.

- 35 -

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	82,107,637		$	52,774,615
Adjustments to reconcile net income (loss) to net cash provided by (used in)operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		6,045			180,900
Net sale (purchase) of short-term U.S. government and agency obligations		41,103,492			(114,744,087	)
Change in unrealized appreciation/depreciation on investments		(111,496,471	)		(240,119	)
Decrease (Increase) in receivable on futures contracts		540			48,339
Increase (Decrease) in management fee payable		(12,934	)		507,015

Net cash provided by (used in) operating activities		11,708,309			(61,473,337	)

Cash flow from financing activities
Proceeds from addition of shares		57,677,607			120,484,630
Payment on shares redeemed		(69,697,699	)		(58,811,099	)

Net cash provided by (used in) financing activities		(12,020,092	)		61,673,531

Net increase (decrease) in cash		(311,783	)		200,194
Cash, beginning of period		400,533			1,262,424

Cash, end of period	$	88,750		$	1,462,618

See accompanying notes to financial statements.

- 36 -

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	104,874	$	330,841
Segregated cash balances with brokers for futures contracts		18,225		17,770
Short-term U.S. government and agency obligations (Note 3) (cost $101,832,787 and $164,677,030, respectively)		101,837,917		164,673,175
Unrealized appreciation on forward agreements		–		33,401,358
Receivable on open futures contracts		1,320		–

Total assets		101,962,336		198,423,144

Liabilities and shareholders’ equity
Liabilities
Management fee payable		76,977		124,573
Unrealized depreciation on forward agreements		9,095,142		–

Total liabilities		9,172,119		124,573

Shareholders’ equity
Shareholders’ equity		92,790,217		198,298,571

Total liabilities and shareholders’ equity	$	101,962,336	$	198,423,144

Shares outstanding		1,647,475		2,397,475

Net asset value per share (Note 10)	$	56.32	$	82.71

Market value per share (Note 2) (Note 10)	$	56.48	$	79.24

See accompanying notes to financial statements.

- 37 -

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(110% of shareholders’ equity)
U.S. Treasury Bills:
0.068% due 10/04/12†	$	15,216,000	$	15,215,976
0.096% due 11/23/12		4,411,000		4,410,539
0.096% due 01/03/13†		82,227,000		82,211,402

Total short-term U.S. government and agency obligations (cost $101,832,787)			$	101,837,917

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Gold 100 OZ Future 12/15/2012 (GCZ2)		2	$	354,780	$	(35,200	)

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
London Gold PM Fixing Forward—Deutsche Bank AG London		10/08/12	$	(67,400	)	$	(119,717,228	)	$	(1,039,119	)
London Gold PM Fixing Forward—Goldman Sachs International		10/08/12		(13,598	)		(24,153,040	)		(1,728,487	)
London Gold PM Fixing Forward—Societe Generale S.A.		10/08/12		(14,700	)		(26,110,434	)		(2,885,635	)
London Gold PM Fixing Forward—UBS AG		10/08/12		(8,550	)		(15,186,681	)		(3,441,901	)

									$	(9,095,142	)

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

††	Cash collateral in the amount of $18,225 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

- 38 -

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	21,407		$	6,156		$	52,562		$	50,183

Expenses
Management fee		277,898			299,227			954,699			729,868
Brokerage commissions		8			613			33			2,466

Total expenses		277,906			299,840			954,732			732,334

Net investment income (loss)		(256,499	)		(293,684	)		(902,170	)		(682,151	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(1,600	)		89,535			38,100			(807,800	)
Forward agreements		(10,988,696	)		7,191,381			(9,316,144	)		(15,300,608	)
Short-term U.S. government and agency obligations		383			1,287			1,226			1,821

Net realized gain (loss)		(10,989,913	)		7,282,203			(9,276,818	)		(16,106,587	)

Change in net unrealized appreciation/depreciation on
Futures contracts		(31,480	)		17,500			(77,000	)		390,910
Forward agreements		(13,858,647	)		(12,243,530	)		(42,496,500	)		(4,843,199	)
Short-term U.S. government and agency obligations		2,461			(13,994	)		8,985			(16,486	)

Change in net unrealized appreciation/depreciation		(13,887,666	)		(12,240,024	)		(42,564,515	)		(4,468,775	)

Net realized and unrealized gain (loss)		(24,877,579	)		(4,957,821	)		(51,841,333	)		(20,575,362	)

Net income (loss)	$	(25,134,078	)	$	(5,251,505	)	$	(52,743,503	)	$	(21,257,513	)

Net income (loss) per weighted-average share (Note 10)	$	(14.32	)	$	(2.97	)	$	(26.76	)	$	(18.20	)

Weighted-average shares outstanding (Note 10)		1,754,812			1,769,758			1,970,970			1,167,942

See accompanying notes to financial statements.

- 39 -

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	198,298,571
Redemption of 750,000 shares		(52,764,851	)

Net investment income (loss)		(902,170	)
Net realized gain (loss)		(9,276,818	)
Change in net unrealized appreciation/depreciation		(42,564,515	)

Net income (loss)		(52,743,503	)

Shareholders’ equity, at September 30, 2012	$	92,790,217

See accompanying notes to financial statements.

- 40 -

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	(52,743,503	)	$	(21,257,513	)
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		(455	)		232,800
Net sale (purchase) of short-term U.S. government and agency obligations		62,844,243			(104,942,795	)
Change in unrealized appreciation/depreciation on investments		42,487,515			4,859,685
Decrease (Increase) in receivable on futures contracts		(1,320	)		–
Increase (Decrease) in management fee payable		(47,596	)		162,825
Increase (Decrease) in payable on futures contracts		–			(94,800	)

Net cash provided by (used in) operating activities		52,538,884			(121,039,798	)

Cash flow from financing activities
Proceeds from addition of shares		–			172,768,537
Payment on shares redeemed		(52,764,851	)		(51,204,036	)

Net cash provided by (used in) financing activities		(52,764,851	)		121,564,501

Net increase (decrease) in cash		(225,967	)		524,703
Cash, beginning of period		330,841			404,683

Cash, end of period	$	104,874		$	929,386

See accompanying notes to financial statements.

- 41 -

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	357,468	$	772,442
Segregated cash balances with brokers for futures contracts		31,740		49,950
Short-term U.S. government and agency obligations (Note 3) (cost $900,572,040 and $771,936,564, respectively)		900,594,881		771,925,669
Unrealized appreciation on forward agreements		90,241,197		—
Receivable from capital shares sold		—		13,966,567
Receivable on open futures contracts		—		6,000

Total assets		991,225,286		786,720,628

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		11,525,198		—
Management fee payable		712,181		569,435
Unrealized depreciation on forward agreements		—		179,326,773

Total liabilities		12,237,379		179,896,208

Shareholders’ equity
Shareholders’ equity		978,987,907		606,824,420

Total liabilities and shareholders’ equity	$	991,225,286	$	786,720,628

Shares outstanding		16,650,028		14,050,028

Net asset value per share (Note 1)	$	58.80	$	43.19

Market value per share (Note 1) (Note 2)	$	58.35	$	41.65

See accompanying notes to financial statements.

- 42 -

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(92% of shareholders’ equity)
U.S. Treasury Bills:
0.075% due 10/04/12†	$	253,003,000	$	253,002,595
0.094% due 11/23/12†		354,555,000		354,517,985
0.089% due 01/10/13†		293,138,000		293,074,301

Total short-term U.S. government and agency obligations (cost $900,572,040)			$	900,594,881

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Future 12/15/2012 (SIZ2)		2	$	345,770	$	64,920

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
London Silver Fixing Forward—Deutsche Bank AG London		10/08/12	$	3,410,000	$	118,179,006	$	747,748
London Silver Fixing Forward—Goldman Sachs International		10/08/12		19,120,800		662,661,917		33,593,442
London Silver Fixing Forward—Societe Generale S.A.		10/08/12		21,547,000		746,745,760		35,016,552
London Silver Fixing Forward—UBS AG		10/08/12		12,410,000		430,088,406		20,883,455

							$	90,241,197

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

††	Cash collateral in the amount of $31,740 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

- 43 -

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	136,002		$	54,294		$	313,266		$	413,210

Expenses
Management fee		1,795,410			2,423,377			5,416,759			6,530,746
Brokerage commissions		9			2,126			38			7,354

Total expenses		1,795,419			2,425,503			5,416,797			6,538,100

Net investment income (loss)		(1,659,417	)		(2,371,209	)		(5,103,531	)		(6,124,890	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(8,250	)		(1,862,254	)		(66,550	)		6,745,262
Forward agreements		159,551,951			(348,455,898	)		(51,676,872	)		(290,050,993	)
Short-term U.S. government and agency obligations		167			5,732			3,218			46,058

Net realized gain (loss)		159,543,868			(350,312,420	)		(51,740,204	)		(283,259,673	)

Change in net unrealized appreciation/depreciation on
Futures contracts		77,050			(2,236,345	)		125,770			(6,379,880	)
Forward agreements		205,570,169			86,729,592			269,567,970			10,887,601
Short-term U.S. government and agency obligations		7,110			(68,357	)		33,736			(62,516	)

Change in net unrealized appreciation/depreciation		205,654,329			84,424,890			269,727,476			4,445,205

Net realized and unrealized gain (loss)		365,198,197			(265,887,530	)		217,987,272			(278,814,468	)

Net income (loss)	$	363,538,780		$	(268,258,739	)	$	212,883,741		$	(284,939,358	)

Net income (loss) per weighted-average share (Note 1)	$	21.31		$	(26.45	)	$	13.40		$	(30.69	)

Weighted-average shares outstanding (Note 1)		17,063,071			10,140,245			15,891,269			9,285,742

See accompanying notes to financial statements.

- 44 -

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	606,824,420
Addition of 6,800,000 shares		359,577,138
Redemption of 4,200,000 shares		(200,297,392	)

Net addition (redemption) of 2,600,000 shares		159,279,746

Net investment income (loss)		(5,103,531	)
Net realized gain (loss)		(51,740,204	)
Change in net unrealized appreciation/depreciation		269,727,476

Net income (loss)		212,883,741

Shareholders’ equity, at September 30, 2012	$	978,987,907

See accompanying notes to financial statements.

- 45 -

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	212,883,741		$	(284,939,358	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		18,210			710,687
Net sale (purchase) of short-term U.S. government and agency obligations		(128,635,476	)		(146,256,704	)
Change in unrealized appreciation/depreciation on investments		(269,601,706	)		(10,825,085	)
Decrease (Increase) in receivable on futures contracts		6,000			391,421
Increase (Decrease) in management fee payable		142,746			1,217,267

Net cash provided by (used in) operating activities		(185,186,485	)		(439,701,772	)

Cash flow from financing activities
Proceeds from addition of shares		373,543,705			1,056,014,151
Payment on shares redeemed		(188,772,194	)		(617,207,533	)

Net cash provided by (used in) financing activities		184,771,511			438,806,618

Net increase (decrease) in cash		(414,974	)		(895,154	)
Cash, beginning of period		772,442			2,505,032

Cash, end of period	$	357,468		$	1,609,878

See accompanying notes to financial statements.

- 46 -

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	522,925	$	648,166
Segregated cash balances with brokers for futures contracts		27,380		43,140
Short-term U.S. government and agency obligations (Note 3) (cost $129,986,609 and $215,358,257, respectively)		129,989,973		215,352,919
Unrealized appreciation on forward agreements		—		43,015,723
Receivable from capital shares sold		9,971,196		8,437,981

Total assets		140,511,474		267,497,929

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		20,503,124
Management fee payable		86,547		180,884
Unrealized depreciation on forward agreements		14,477,256		—

Total liabilities		14,563,803		20,684,008

Shareholders’ equity
Shareholders’ equity		125,947,671		246,813,921

Total liabilities and shareholders’ equity	$	140,511,474	$	267,497,929

Shares outstanding		3,158,489		3,218,874

Net asset value per share (Note 1)	$	39.88	$	76.68

Market value per share (Note 1) (Note 2)	$	40.14	$	79.35

See accompanying notes to financial statements.

- 47 -

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(103% of shareholders’ equity)
U.S. Treasury Bills:
0.070% due 10/04/12	$	47,513,000	$	47,512,924
0.095% due 11/23/12†		46,663,000		46,658,128
0.094% due 01/10/13†		33,854,000		33,846,644
0.093% due 02/07/13		1,973,000		1,972,277

Total short-term U.S. government and agency obligations (cost $129,986,609)			$	129,989,973

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Silver Future 12/15/2012 (SIZ2)		2	$	345,770	$	(65,020	)

Forward Agreements^


	Settlement Date		Commitment to (Deliver)/Receive			Notional Amount at Value*			Unrealized Appreciation (Depreciation)
London Silver Fixing Forward—Deutsche Bank AG London		10/08/12	$	(2,747,000	)	$	(95,201,680	)	$	(1,759,252	)
London Silver Fixing Forward—Goldman Sachs International		10/08/12		(1,336,500	)		(46,318,546	)		(4,030,029	)
London Silver Fixing Forward—Societe Generale S.A.		10/08/12		(1,718,000	)		(59,540,039	)		(5,965,806	)
London Silver Fixing Forward—UBS AG		10/08/12		(1,457,000	)		(50,494,666	)		(2,722,169	)

									$	(14,477,256	)

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

††	Cash collateral in the amount of $27,380 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

- 48 -

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	25,338		$	36,609		$	69,765		$	141,157

Expenses
Management fee		315,479			1,328,783			1,219,073			2,812,042
Brokerage commissions		8			1,431			33			3,718

Total expenses		315,487			1,330,214			1,219,106			2,815,760

Net investment income (loss)		(290,149	)		(1,293,605	)		(1,149,341	)		(2,674,603	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		8,100			2,681,280			61,500			2,891,784
Forward agreements		(30,594,433	)		181,877,651			(27,269,372	)		129,322,766
Short-term U.S. government and agency obligations		911			1,907			869			4,428

Net realized gain (loss)		(30,585,422	)		184,560,838			(27,207,003	)		132,218,978

Change in net unrealized appreciation/depreciation on
Futures contracts		(77,050	)		(356,000	)		(125,870	)		1,011,945
Forward agreements		(36,484,084	)		(216,853,973	)		(57,492,979	)		(191,220,968	)
Short-term U.S. government and agency obligations		(270	)		(41,346	)		8,702			(32,500	)

Change in net unrealized appreciation/depreciation		(36,561,404	)		(217,251,319	)		(57,610,147	)		(190,241,523	)

Net realized and unrealized gain (loss)		(67,146,826	)		(32,690,481	)		(84,817,150	)		(58,022,545	)

Net income (loss)	$	(67,436,975	)	$	(33,984,086	)	$	(85,966,491	)	$	(60,697,148	)

Net income (loss) per weighted-average share (Note 1)	$	(29.10	)	$	(4.24	)	$	(28.59	)	$	(12.85	)

Weighted-average shares outstanding (Note 1)		2,317,728			8,021,917			3,006,900			4,722,657

See accompanying notes to financial statements.

- 49 -

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	246,813,921
Addition of 5,660,000 shares		298,100,407
Redemption of 5,720,385 shares		(333,000,166	)

Net addition (redemption) of (60,385) shares		(34,899,759	)

Net investment income (loss)		(1,149,341	)
Net realized gain (loss)		(27,207,003	)
Change in net unrealized appreciation/depreciation		(57,610,147	)

Net income (loss)		(85,966,491	)

Shareholders’ equity, at September 30, 2012	$	125,947,671

See accompanying notes to financial statements.

- 50 -

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended			Nine months ended
	September 30, 2012			September 30, 2011
Cash flow from operating activities
Net income (loss)	$	(85,966,491	)	$	(60,697,148	)
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		15,760			(236,587	)
Net sale (purchase) of short-term U.S. government and agency obligations		85,371,648			(640,531,441	)
Change in unrealized appreciation/depreciation on investments		57,484,277			191,253,468
Decrease (Increase) in receivable on futures contracts		—			(2,244,439	)
Increase (Decrease) in management fee payable		(94,337	)		776,099
Increase (Decrease) in payable on futures contracts		—			(227,423	)

Net cash provided by (used in) operating activities		56,810,857			(511,907,471	)

Cash flow from financing activities
Proceeds from addition of shares		296,567,192			1,089,916,599
Payment on shares redeemed		(353,503,290	)		(577,774,676	)

Net cash provided by (used in) financing activities		(56,936,098	)		512,141,923

Net increase (decrease) in cash		(125,241	)		234,452
Cash, beginning of period		648,166			3,514,285

Cash, end of period	$	522,925		$	3,748,737

See accompanying notes to financial statements.

- 51 -

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	471,796	$	200
Segregated cash balances with brokers for futures contracts		217,250		—
Short-term U.S. government and agency obligations (Note 3) (cost $3,463,947 and $0, respectively)		3,463,974		—
Offering costs (Note 5)		32,463		41,000
Limitation by Sponsor		522		—

Total assets		4,186,005		41,200

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		55,632		—
Payable for offering costs		41,000		41,000

Total liabilities		96,632		41,000

Shareholders’ equity
Shareholders’ equity		4,089,373		200

Total liabilities and shareholders’ equity	$	4,186,005	$	41,200

Shares outstanding		100,005		5

Net asset value per share	$	40.89	$	40.00

Market value per share (Note 2)	$	40.90	$	40.00

See accompanying notes to financial statements.

- 52 -

PROSHARES ULTRA AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(85% of shareholders’ equity)
U.S. Treasury Bills:
0.083% due 10/04/12	$	3,265,000	$	3,264,995
0.105% due 11/23/12		199,000		198,979

Total short-term U.S. government and agency obligations (cost $3,463,947)			$	3,463,974

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
AUD/US Dollar Future 12/17/2012 (ADZ2)		79	$	8,139,370	$	(1,930)

††	Cash collateral in the amount of $217,250 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

See accompanying notes to financial statements.

- 53 -

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Three months ended			Nine months ended
	September 30, 2012			September 30, 2012
Investment Income
Interest	$	618		$	618

Expenses
Brokerage commissions		556			556
Offering costs		8,537			8,537
Limitation by Sponsor		(522	)		(522	)

Total expenses		8,571			8,571

Net investment income (loss)		(7,953	)		(7,953	)

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

Net realized gain (loss)		99,029			99,029

Change in net unrealized appreciation/depreciation on
Futures contracts		(1,930	)		(1,930	)
Short-term U.S. government and agency obligations		27			27

Change in net unrealized appreciation/depreciation		(1,903	)		(1,903	)

Net realized and unrealized gain (loss)		97,126			97,126

Net income (loss)		89,173			89,173

Net income (loss) per weighted-average share		0.90			0.90

Weighted-average shares outstanding		98,689			98,689

*	Since the Fund commenced investment operations on July 17, 2012, statements of operations for the three and nine months ended September 30, 2011 have not been provided.

See accompanying notes to financial statements.

- 54 -

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011		200
Addition of 100,000 shares		4,000,000

Net investment income (loss)		(7,953	)
Net realized gain (loss)		99,029
Change in net unrealized appreciation/depreciation		(1,903	)

Net income (loss)		89,173

Shareholders’ equity, at September 30, 2012	$	4,089,373

See accompanying notes to financial statements.

- 55 -

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Nine months ended
	September 30, 2012
Cash flow from operating activities
Net income (loss)	$	89,173
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(217,250	)
Net sale (purchase) of short-term U.S. government and agency obligations		(3,463,947	)
Change in unrealized appreciation/depreciation on investments		(27	)
Decrease (Increase) in Limitation by Sponsor		(522	)
Change in offering cost		8,537
Increase (Decrease) in payable on futures contracts		55,632

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

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

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

Net increase (decrease) in cash		471,596
Cash, beginning of period		200

Cash, end of period	$	471,796

See accompanying notes to financial statements.

- 56 -

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	317,318	$	200
Segregated cash balances with brokers for futures contracts		206,250		—
Short-term U.S. government and agency obligations (Note 3) (cost $3,302,978 and $0, respectively)		3,302,995		—
Receivable on open futures contracts		51,288		—
Offering costs (Note 5)		32,463		41,000
Limitation by Sponsor		1,012		—

Total assets		3,911,326		41,200

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

Total liabilities		41,000		41,000

Shareholders’ equity
Shareholders’ equity		3,870,326		200

Total liabilities and shareholders’ equity	$	3,911,326	$	41,200

Shares outstanding		100,005		5

Net asset value per share	$	38.70	$	40.00

Market value per share (Note 2)	$	38.62	$	40.00

See accompanying notes to financial statements.

- 57 -

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(85% of shareholders’ equity)
U.S. Treasury Bills:
0.083% due 10/04/12	$	3,303,000	$	3,302,995

Total short-term U.S. government and agency obligations (cost $3,302,978)			$	3,302,995

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
AUD/US Dollar Future 12/17/2012 (ADZ2)		75	$	7,727,250	$	1,140

††	Cash collateral in the amount of $206,250 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

See accompanying notes to financial statements.

- 58 -

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Three months ended September 30, 2012			Nine months ended September 30, 2012
Investment Income
Interest	$	586		$	586

Expenses
Brokerage commissions		605			605
Offering costs		8,537			8,537
Limitation by Sponsor		(1,012	)		(1,012	)

Total expenses		8,130			8,130

Net investment income (loss)		(7,544	)		(7,544	)

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

Net realized gain (loss)		(123,487	)		(123,487	)

Change in net unrealized appreciation/depreciation on
Futures contracts		1,140			1,140
Short-term U.S. government and agency obligations		17			17

Change in net unrealized appreciation/depreciation		1,157			1,157

Net realized and unrealized gain (loss)		(122,330	)		(122,330	)

Net income (loss)		(129,874	)		(129,874	)

Net income (loss) per weighted-average share		(1.32	)		(1.32	)

Weighted-average shares outstanding		98,689			98,689

*	Since the Fund commenced investment operations on July 17, 2012, statements of operations for the three and nine months ended September 30, 2011 have not been provided.

See accompanying notes to financial statements.

- 59 -

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011		200
Addition of 100,000 shares		4,000,000

Net investment income (loss)		(7,544	)
Net realized gain (loss)		(123,487	)
Change in net unrealized appreciation/depreciation		1,157

Net income (loss)		(129,874	)

Shareholders’ equity, at September 30, 2012	$	3,870,326

See accompanying notes to financial statements.

- 60 -

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(129,874	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(206,250	)
Net sale (purchase) of short-term U.S. government and agency obligations		(3,302,978	)
Change in unrealized appreciation/depreciation on investments		(17	)
Decrease (Increase) in receivable on futures contracts		(51,288	)
Decrease (Increase) in Limitation by Sponsor		(1,012	)
Change in offering cost		8,537

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

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

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

Net increase (decrease) in cash		317,118
Cash, beginning of period		200

Cash, end of period	$	317,318

See accompanying notes to financial statements.

- 61 -

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	275,879	$	10,469
Short-term U.S. government and agency obligations (Note 3) (cost $5,308,568 and $10,068,969, respectively)		5,308,846		10,068,707
Unrealized appreciation on foreign currency forward contracts		222,278		—

Total assets		5,807,003		10,079,176

Liabilities and shareholders’ equity
Liabilities
Management fee payable		4,532		6,216
Unrealized depreciation on foreign currency forward contracts		—		518,212

Total liabilities		4,532		524,428

Shareholders’ equity
Shareholders’ equity		5,802,471		9,554,748

Total liabilities and shareholders’ equity	$	5,807,003	$	10,079,176

Shares outstanding		250,014		400,014

Net asset value per share	$	23.21	$	23.89

Market value per share (Note 2)	$	23.18	$	23.87

See accompanying notes to financial statements.

- 62 -

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(91% of shareholders’ equity)
U.S. Treasury Bills:
0.096% due 01/10/13†	$	5,310,000	$	5,308,846

Total short-term U.S. government and agency obligations (cost $5,308,568)			$	5,308,846

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro/US Dollar Forward—Goldman Sachs International		10/05/12		3,181,525		$	4,089,012		$	74,740
Euro/US Dollar Forward—UBS AG		10/05/12		6,105,000			7,846,368			145,949

									$	220,689

Contracts to Sell
Euro/US Dollar Forward—Goldman Sachs International		10/05/12		(179,800	)	$	(231,086	)	$	1,913
Euro/US Dollar Forward—UBS AG		10/05/12		(77,600	)		(99,734	)		(324	)

									$	1,589

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

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

- 63 -

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	975		$	511		$	2,550		$	4,353

Expenses
Management fee		13,183			20,668			52,001			60,728

Total expenses		13,183			20,668			52,001			60,728

Net investment income (loss)		(12,208	)		(20,157	)		(49,451	)		(56,375	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		55,097			(3,200	)		(811,701	)		1,603,888
Short-term U.S. government and agency obligations		2			—			45			19

Net realized gain (loss)		55,099			(3,200	)		(811,656	)		1,603,907

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		100,337			(1,321,372	)		740,490			(1,560,539	)
Short-term U.S. government and agency obligations		87			(602	)		540			(744	)

Change in net unrealized appreciation/depreciation		100,424			(1,321,974	)		741,030			(1,561,283	)

Net realized and unrealized gain (loss)		155,523			(1,325,174	)		(70,626	)		42,624

Net income (loss)	$	143,315		$	(1,345,331	)	$	(120,077	)	$	(13,751	)

Net income (loss) per weighted-average share	$	0.57		$	(4.48	)	$	(0.39	)	$	(0.05	)

Weighted-average shares outstanding		250,014			300,014			310,963			300,014

See accompanying notes to financial statements.

- 64 -

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	9,554,748
Addition of 50,000 shares		1,209,580
Redemption of 200,000 shares		(4,841,780	)

Net addition (redemption) of (150,000) shares		(3,632,200	)

Net investment income (loss)		(49,451	)
Net realized gain (loss)		(811,656	)
Change in net unrealized appreciation/depreciation		741,030

Net income (loss)		(120,077	)

Shareholders’ equity, at September 30, 2012	$	5,802,471

See accompanying notes to financial statements.

- 65 -

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	(120,077	)	$	(13,751	)
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		4,760,401			(1,563,913	)
Change in unrealized appreciation/depreciation on investments		(741,030	)		1,561,283
Increase (Decrease) in management fee payable		(1,684	)		7,455

Net cash provided by (used in) operating activities		3,897,610			(8,926	)

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

Net cash provided by (used in) financing activities		(3,632,200	)		—

Net increase (decrease) in cash		265,410			(8,926	)
Cash, beginning of period		10,469			13,447

Cash, end of period	$	275,879		$	4,521

See accompanying notes to financial statements.

- 66 -

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	336,793	$	200
Segregated cash balances with brokers for futures contracts		79,200		—
Short-term U.S. government and agency obligations (Note 3) (cost $3,446,976 and $0, respectively)		3,446,994		—
Receivable on open futures contracts		19,500		—
Offering costs (Note 5)		30,104		41,000
Limitation by Sponsor		964		—

Total assets		3,913,555		41,200

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

Total liabilities		41,000		41,000

Shareholders’ equity
Shareholders’ equity		3,872,555		200

Total liabilities and shareholders’ equity	$	3,913,555	$	41,200

Shares outstanding		100,005		5

Net asset value per share	$	38.72	$	40.00

Market value per share (Note 2)	$	38.64	$	40.00

See accompanying notes to financial statements.

- 67 -

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(89% of shareholders’ equity)
U.S. Treasury Bills:
0.083% due 10/04/12	$	3,447,000	$	3,446,994

Total short-term U.S. government and agency obligations (cost $3,446,976)			$	3,446,994

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
Euro/US Dollar Future 12/17/2012 (ECZ2)		24	$	3,858,600	$	(13,619	)

††	Cash collateral in the amount of $79,200 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

See accompanying notes to financial statements.

- 68 -

PROSHARES SHORT EURO*

STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Three months ended September 30, 2012			Nine months ended September 30, 2012
Investment Income
Interest	$	641		$	641

Expenses
Brokerage commissions		134			197
Offering costs		10,334			10,896
Limitation by Sponsor		(816	)		(964	)

Total expenses		9,652			10,129

Net investment income (loss)		(9,011	)		(9,488	)

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

Net realized gain (loss)		(102,556	)		(104,556	)

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

Change in net unrealized appreciation/depreciation		36,712			(13,601	)

Net realized and unrealized gain (loss)		(65,844	)		(118,157	)

Net income (loss)	$	(74,855	)	$	(127,645	)

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

Weighted-average shares outstanding		100,005			98,974

*	Since the Fund commenced investment operations on June 26, 2012, statements of operations for the three and nine months ended September 30, 2011 have not been provided.

See accompanying notes to financial statements.

- 69 -

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	200
Addition of 100,000 shares		4,000,000

Net investment income (loss)		(9,488	)
Net realized gain (loss)		(104,556	)
Change in net unrealized appreciation/depreciation		(13,601	)

Net income (loss)		(127,645	)

Shareholders’ equity, at September 30, 2012	$	3,872,555

See accompanying notes to financial statements.

- 70 -

PROSHARES SHORT EURO

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(127,645	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(79,200	)
Net sale (purchase) of short-term U.S. government and agency obligations		(3,446,976	)
Change in unrealized appreciation/depreciation on investments		(18	)
Decrease (Increase) in receivable on futures contracts		(19,500	)
Decrease (Increase) in Limitation by Sponsor		(964	)
Change in offering cost		10,896

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

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

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

Net increase (decrease) in cash		336,593
Cash, beginning of period		200

Cash, end of period	$	336,793

See accompanying notes to financial statements.

- 71 -

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	395,540	$	102,088
Short-term U.S. government and agency obligations (Note 3) (cost $792,130,294 and $1,012,198,282, respectively)		792,156,391		1,012,174,281
Unrealized appreciation on foreign currency forward contracts		—		67,430,954
Receivable from capital shares sold		14,089,383		21,299,733

Total assets		806,641,314		1,101,007,056

Liabilities and shareholders’ equity
Liabilities
Management fee payable		604,781		847,510
Unrealized depreciation on foreign currency forward contracts		35,174,220		—

Total liabilities		35,779,001		847,510

Shareholders’ equity
Shareholders’ equity		770,862,313		1,100,159,546

Total liabilities and shareholders’ equity	$	806,641,314	$	1,101,007,056

Shares outstanding		38,300,014		54,100,014

Net asset value per share	$	20.13	$	20.34

Market value per share (Note 2)	$	20.12	$	20.35

See accompanying notes to financial statements.

- 72 -

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(103% of shareholders’ equity)
U.S. Treasury Bills:
0.064% due 10/04/12	$	117,590,000	$	117,589,812
0.081% due 11/23/12†		169,979,000		169,961,254
0.094% due 01/10/13†		504,715,000		504,605,325

Total short-term U.S. government and agency obligations (cost $792,130,294)			$	792,156,391

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Euro/US Dollar Forward—Goldman Sachs International		10/05/12		121,663,800		$	156,366,739		$	(20,908	)
Euro/US Dollar Forward—UBS AG		10/05/12		146,354,700			188,100,382			(2,042,583	)

									$	(2,063,491	)

Contracts to Sell
Euro/US Dollar Forward—Goldman Sachs International		10/05/12		(700,644,925	)	$	(900,494,334	)	$	(15,254,155	)
Euro/US Dollar Forward—UBS AG		10/05/12		(767,109,200	)		(985,916,637	)		(17,856,574	)

									$	(33,110,729	)

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

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

- 73 -

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	160,447		$	36,861		$	359,466		$	255,628

Expenses
Management fee		2,052,823			1,728,002			6,345,979			3,848,679

Total expenses		2,052,823			1,728,002			6,345,979			3,848,679

Net investment income (loss)		(1,892,376	)		(1,691,141	)		(5,986,513	)		(3,593,051	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(14,572,815	)		(11,049,379	)		106,381,285			(112,483,351	)
Short-term U.S. government and agency obligations		(442	)		131			(877	)		3,328

Net realized gain (loss)		(14,573,257	)		(11,049,248	)		106,380,408			(112,480,023	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(12,582,909	)		122,372,805			(102,605,174	)		132,997,720
Short-term U.S. government and agency obligations		744			(54,049	)		50,098			(60,305	)

Change in net unrealized appreciation/depreciation		(12,582,165	)		122,318,756			(102,555,076	)		132,937,415

Net realized and unrealized gain (loss)		(27,155,422	)		111,269,508			3,825,332			20,457,392

Net income (loss)	$	(29,047,798	)	$	109,578,367		$	(2,161,181	)	$	16,864,341

Net income (loss) per weighted-average share	$	(0.72	)	$	2.66		$	(0.05	)	$	0.56

Weighted-average shares outstanding		40,283,166			41,215,231			43,594,175			30,309,538

See accompanying notes to financial statements.

- 74 -

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	1,100,159,546
Addition of 12,100,000 shares		247,754,259
Redemption of 27,900,000 shares		(574,890,311	)

Net addition (redemption) of (15,800,000) shares		(327,136,052	)

Net investment income (loss)		(5,986,513	)
Net realized gain (loss)		106,380,408
Change in net unrealized appreciation/depreciation		(102,555,076	)

Net income (loss)		(2,161,181	)

Shareholders’ equity, at September 30, 2012	$	770,862,313

See accompanying notes to financial statements.

- 75 -

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	(2,161,181	)	$	16,864,341
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		220,067,988			(376,266,395	)
Change in unrealized appreciation/depreciation on investments		102,555,076			(132,937,415	)
Increase (Decrease) in management fee payable		(242,729	)		837,229

Net cash provided by (used in) operating activities		320,219,154			(491,502,240	)

Cash flow from financing activities
Proceeds from addition of shares		254,964,609			674,444,672
Payment on shares redeemed		(574,890,311	)		(182,770,372	)

Net cash provided by (used in) financing activities		(319,925,702	)		491,674,300

Net increase (decrease) in cash		293,452			172,060
Cash, beginning of period		102,088			251,588

Cash, end of period	$	395,540		$	423,648

See accompanying notes to financial statements.

- 76 -

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	127,359	$	5,798
Short-term U.S. government and agency obligations (Note 3) (cost $5,079,976 and $5,366,951, respectively)		5,080,206		5,366,875
Unrealized appreciation on foreign currency forward contracts		46,377		102,727

Total assets		5,253,942		5,475,400

Liabilities and shareholders’ equity
Liabilities
Management fee payable		4,076		4,325

Total liabilities		4,076		4,325

Shareholders’ equity
Shareholders’ equity		5,249,866		5,471,075

Total liabilities and shareholders’ equity	$	5,253,942	$	5,475,400

Shares outstanding		150,014		150,014

Net asset value per share	$	35.00	$	36.47

Market value per share (Note 2)	$	35.28	$	36.50

See accompanying notes to financial statements.

- 77 -

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(97% of shareholders’ equity)
U.S. Treasury Bills:
0.080% due 10/04/12†	$	996,000	$	995,999
0.105% due 11/23/12		841,000		840,912
0.098% due 01/10/13†		3,244,000		3,243,295

Total short-term U.S. government and agency obligations (cost $5,079,976)			$	5,080,206

Foreign Currency Forward Contracts^


	Settlement Date	Local Currency			Notional Amount at Value (USD)		Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen/US Dollar Forward—Goldman Sachs
International	10/05/12		387,568,100		$	4,967,567	$	21,888
Yen/US Dollar Forward—UBS AG	10/05/12		453,633,300			5,814,343		26,376

							$	48,264

Contracts to Sell
Yen/US Dollar Forward—Goldman Sachs
International	10/05/12		(6,526,600	)	$	(83,653)	$	(944)
Yen/US Dollar Forward—UBS AG	10/05/12		(15,729,000	)		(201,603)		(943)

							$	(1,887)

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

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

- 78 -

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	1,009		$	216		$	2,253		$	1,711

Expenses
Management fee		12,368			12,492			36,387			28,409

Total expenses		12,368			12,492			36,387			28,409

Net investment income (loss)		(11,359	)		(12,276	)		(34,134	)		(26,698	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		90,137			496,377			(131,047	)		722,557
Short-term U.S. government and agency obligations		—			—			16			19

Net realized gain (loss)		90,137			496,377			(131,031	)		722,576

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		146,755			(71,257	)		(56,350	)		(336,623	)
Short-term U.S. government and agency obligations		65			(314	)		306			(424	)

Change in net unrealized appreciation/depreciation		146,820			(71,571	)		(56,044	)		(337,047	)

Net realized and unrealized gain (loss)		236,957			424,806			(187,075	)		385,529

Net income (loss)	$	225,598		$	412,530		$	(221,209	)	$	358,831

Net income (loss) per weighted-average share	$	1.50		$	2.86		$	(1.47	)	$	3.07

Weighted-average shares outstanding		150,014			144,036			150,014			116,864

See accompanying notes to financial statements.

- 79 -

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	5,471,075
Net investment income (loss)		(34,134	)
Net realized gain (loss)		(131,031	)
Change in net unrealized appreciation/depreciation		(56,044	)

Net income (loss)		(221,209	)

Shareholders’ equity, at September 30, 2012	$	5,249,866

See accompanying notes to financial statements.

- 80 -

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	(221,209	)	$	358,831
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		286,975			(811,370	)
Change in unrealized appreciation/depreciation on investments		56,044			337,047
Increase (Decrease) in management fee payable		(249	)		5,164

Net cash provided by (used in) operating activities		121,561			(110,328	)

Cash flow from financing activities
Proceeds from addition of shares		—			1,696,147
Payment on shares redeemed		—			(1,593,589	)

Net cash provided by (used in) financing activities		—			102,558

Net increase (decrease) in cash		121,561			(7,770	)
Cash, beginning of period		5,798			10,637

Cash, end of period	$	127,359		$	2,867

See accompanying notes to financial statements.

- 81 -

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	54,782	$	22,338
Short-term U.S. government and agency obligations (Note 3) (cost $231,937,371 and $219,407,765, respectively)		231,943,724		219,404,292
Receivable from capital shares sold		20,652,555		6,249,734

Total assets		252,651,061		225,676,364

Liabilities and shareholders’ equity
Liabilities
Management fee payable		178,803		180,224
Unrealized depreciation on foreign currency forward contracts		2,643,851		4,364,146

Total liabilities		2,822,654		4,544,370

Shareholders’ equity
Shareholders’ equity		249,828,407		221,131,994

Total liabilities and shareholders’ equity	$	252,651,061	$	225,676,364

Shares outstanding		6,049,294		5,399,294

Net asset value per share (Note 1)	$	41.30	$	40.96

Market value per share (Note 1)(Note 2)	$	41.33	$	40.95

See accompanying notes to financial statements.

- 82 -

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(93% of shareholders’ equity)
U.S. Treasury Bills:
0.072% due 10/04/12†	$	121,143,000	$	121,142,806
0.096% due 01/10/13†		110,825,000		110,800,918

Total short-term U.S. government and agency obligations (cost $231,937,371)			$	231,943,724

Foreign Currency Forward Contracts^


	Settlement Date		Local Currency			Notional Amount at Value (USD)			Unrealized Appreciation (Depreciation)
Contracts to Purchase
Yen/US Dollar Forward—Goldman Sachs International		10/05/12		2,209,153,600		$	28,315,328		$	(72,641	)
Yen/US Dollar Forward—UBS AG		10/05/12		1,869,997,800			23,968,275			66,938

									$	(5,703	)

Contracts to Sell
Yen/US Dollar Forward—Goldman Sachs International		10/05/12		(16,016,951,000	)	$	(205,293,657	)	$	(1,239,214	)
Yen/US Dollar Forward—UBS AG		10/05/12		(27,086,156,900	)		(347,170,708	)		(1,398,934	)

									$	(2,638,148	)

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

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

- 83 -

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	41,475		$	23,905		$	104,677		$	176,008

Expenses
Management fee		537,172			725,344			1,699,389			2,253,245

Total expenses		537,172			725,344			1,699,389			2,253,245

Net investment income (loss)		(495,697	)		(701,439	)		(1,594,712	)		(2,077,237	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(4,756,665	)		(34,105,768	)		5,696,143			(55,833,787	)
Short-term U.S. government and agency obligations		205			487			897			3,296

Net realized gain (loss)		(4,756,460	)		(34,105,281	)		5,697,040			(55,830,491	)

Change in net unrealized appreciation/depreciation on
Foreign currency forward contracts		(6,717,569	)		4,607,971			1,720,295			18,318,673
Short-term U.S. government and agency obligations		1,760			(17,889	)		9,826			(16,971	)

Change in net unrealized appreciation/depreciation		(6,715,809	)		4,590,082			1,730,121			18,301,702

Net realized and unrealized gain (loss)		(11,472,269	)		(29,515,199	)		7,427,161			(37,528,789	)

Net income (loss)	$	(11,967,966	)	$	(30,216,638	)	$	5,832,449		$	(39,606,026	)

Net income (loss) per weighted-average share (Note 1)	$	(2.24	)	$	(4.22	)	$	1.05		$	(5.69	)

Weighted-average shares outstanding (Note 1)		5,349,294			7,162,686			5,542,177			6,966,549

See accompanying notes to financial statements.

- 84 -

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	221,131,994
Addition of 3,750,000 shares		161,174,700
Redemption of 3,100,000 shares		(138,310,736	)

Net addition (redemption) of 650,000 shares		22,863,964

Net investment income (loss)		(1,594,712	)
Net realized gain (loss)		5,697,040
Change in net unrealized appreciation/depreciation		1,730,121

Net income (loss)		5,832,449

Shareholders’ equity, at September 30, 2012	$	249,828,407

See accompanying notes to financial statements.

- 85 -

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	5,832,449		$	(39,606,026	)
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		(12,529,606	)		(52,571,098	)
Change in unrealized appreciation/depreciation on investments		(1,730,121	)		(18,301,702	)
Increase (Decrease) in management fee payable		(1,421	)		277,088

Net cash provided by (used in) operating activities		(8,428,699	)		(110,201,738	)

Cash flow from financing activities
Proceeds from addition of shares		146,771,879			302,417,904
Payment on shares redeemed		(138,310,736	)		(192,197,741	)

Net cash provided by (used in) financing activities		8,461,143			110,220,163

Net increase (decrease) in cash		32,444			18,425
Cash, beginning of period		22,338			120,494

Cash, end of period	$	54,782		$	138,919

See accompanying notes to financial statements.

- 86 -

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	2,267,367	$	2,972,032
Segregated cash balances with brokers for futures contracts		90,494,892		6,303,800
Short-term U.S. government and agency obligations (Note 3) (cost $111,374,656 and $0, respectively)		111,376,419		—
Receivable from capital shares sold		7,492,623		2,469,584
Receivable on open futures contracts		2,955,509		—
Offering costs (Note 5)		421		21,691

Total assets		214,587,231		11,767,107

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		19,333,608		—
Payable on open futures contracts		—		1,852,966
Management fee payable		171,009		4,264
Payable for offering costs		—		28,764
Unrealized depreciation on swap agreements		1,826,122		—

Total liabilities		21,330,739		1,885,994

Shareholders’ equity
Shareholders’ equity		193,256,492		9,881,113

Total liabilities and shareholders’ equity	$	214,587,231	$	11,767,107

Shares outstanding		6,359,151		13,334

Net asset value per share (Note 1)	$	30.39	$	741.05

Market value per share (Note 1) (Note 2)	$	30.92	$	729.60

See accompanying notes to financial statements.

- 87 -

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(58% of shareholders’ equity)
U.S. Treasury Bills:
0.091% due 11/23/12	$	22,472,000	$	22,469,654
0.089% due 01/10/13†		49,346,000		49,335,277
0.099% due 02/07/13		39,586,000		39,571,488

Total short-term U.S. government and agency obligations (cost $111,374,656)			$	111,376,419

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
CBOE VIX Future 10/16/2012 (UXV2)		13,083	$	214,561,200	$	(18,741,938	)
CBOE VIX Future 11/20/2012 (UXX2)		8,723		157,450,150		(30,804	)

					$	(18,772,742	)

Swap Agreements^


	Termination Date		Notional Amount at Value*		Unrealized Appreciation (Depreciation)
S&P 500 VIX Short-Term Futures Index Swap - Societe Generale S.A		10/08/12	$	15,386,719	$	(1,826,122	)

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

††	Cash collateral in the amount of $90,494,892 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

^	The positions and counterparties herein are as of September 30, 2012. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

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

See accompanying notes to financial statements.

- 88 -

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF*

STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Three months ended September 30, 2012			Nine months ended September 30, 2012
Investment Income
Interest	$	22,293		$	40,074

Expenses
Management fee		586,150			1,216,603
Brokerage commissions		462,005			1,074,133
Offering costs		19,313			69,341

Total expenses		1,067,468			2,360,077

Net investment income (loss)		(1,045,175	)		(2,320,003	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(282,640,076	)		(461,102,812	)
Swap agreements		(16,548,798	)		(16,817,661	)
Short-term U.S. government and agency obligations		2,865			9,728

Net realized gain (loss)		(299,186,009	)		(477,910,745	)

Change in net unrealized appreciation/depreciation on
Futures contracts		33,721,060			(18,009,952	)
Swap agreements		5,869,689			(1,826,122	)
Short-term U.S. government and agency obligations		(1,578	)		1,763

Change in net unrealized appreciation/depreciation		39,589,171			(19,834,311	)

Net realized and unrealized gain (loss)		(259,596,838	)		(497,745,056	)

Net income (loss)	$	(260,642,013	)	$	(500,065,059	)

Net income (loss) per weighted-average share (Note 1)	$	(54.81	)	$	(231.81	)

Weighted-average shares outstanding (Note 1)		4,755,673			2,157,234

*	Since the Fund commenced investment operations on October 3, 2011, statements of operations for the three and nine months ended September 30, 2011 have not been provided.

See accompanying notes to financial statements.

- 89 -

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	9,881,113
Addition of 11,837,500 shares		1,247,208,537
Redemption of 5,491,683 shares		(563,768,099	)

Net addition (redemption) of 6,345,817 shares		683,440,438

Net investment income (loss)		(2,320,003	)
Net realized gain (loss)		(477,910,745	)
Change in net unrealized appreciation/depreciation		(19,834,311	)

Net income (loss)		(500,065,059	)

Shareholders’ equity, at September 30, 2012	$	193,256,492

See accompanying notes to financial statements.

- 90 -

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	(500,065,059	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(84,191,092	)
Net sale (purchase) of short-term U.S. government and agency obligations		(111,374,656	)
Change in unrealized appreciation/depreciation on investments		1,824,359
Decrease (Increase) in receivable on futures contracts		(2,955,509	)
Change in offering cost		21,270
Increase (Decrease) in management fee payable		166,745
Increase (Decrease) in payable on futures contracts		(1,852,966	)
Increase (Decrease) in payable for offering costs		(28,764	)

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

Cash flow from financing activities
Proceeds from addition of shares		1,242,185,498
Payment on shares redeemed		(544,434,491	)

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

Net increase (decrease) in cash		(704,665	)
Cash, beginning of period		2,972,032

Cash, end of period	$	2,267,367

See accompanying notes to financial statements.

- 91 -

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	2,537,861	$	563,350
Segregated cash balances with brokers for futures contracts		40,524,749		—
Short-term U.S. government and agency obligations (Note 3) (cost $121,715,324 and $27,358,785, respectively)		121,719,579		27,357,824
Receivable from capital shares sold		950,120		1,909,463
Receivable on open futures contracts		3,168,549		742,451
Offering costs (Note 5)		—		1,090

Total assets		168,900,858		30,574,178

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		2,985,303		—
Management fee payable		112,005		24,275

Total liabilities		3,097,308		24,275

Shareholders’ equity
Shareholders’ equity		165,803,550		30,549,903

Total liabilities and shareholders’ equity	$	168,900,858	$	30,574,178

Shares outstanding		8,725,005		400,005

Net asset value per share	$	19.00	$	76.37

Market value per share (Note 2)	$	19.22	$	75.74

See accompanying notes to financial statements.

- 92 -

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(73% of shareholders’ equity)
U.S. Treasury Bills:
0.077% due 10/04/12	$	62,000	$	62,000
0.099% due 11/23/12		62,621,000		62,614,462
0.091% due 01/10/13		45,329,000		45,319,150
0.101% due 02/07/13		13,729,000		13,723,967

Total short-term U.S. government and agency obligations (cost $121,715,324)			$	121,719,579

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
CBOE VIX Future 10/16/2012 (UXV2)		5,861	$	96,120,400	$	(5,123,035	)
CBOE VIX Future 11/20/2012 (UXX2)		3,904		70,467,200		249,064

					$	(4,873,971	)

††	Cash collateral in the amount of $40,524,749 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

See accompanying notes to financial statements.

- 93 -

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	21,142		$	1,884		$	47,219		$	11,821

Expenses
Management fee		315,055			26,672			788,072			62,960
Offering costs		—			49,621			1,090			147,749

Total expenses		315,055			76,293			789,162			210,709

Net investment income (loss)		(293,913	)		(74,409	)		(741,943	)		(198,888	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(85,611,502	)		24,351,300			(137,705,726	)		11,557,660
Short-term U.S. government and agency obligations		(782	)		—			365			1,500

Net realized gain (loss)		(85,612,284	)		24,351,300			(137,705,361	)		11,559,160

Change in net unrealized appreciation/depreciation on
Futures contracts		13,014,580			7,994,010			(3,298,001	)		3,541,350
Short-term U.S. government and agency obligations		1,910			(2,318	)		5,216			(1,675	)

Change in net unrealized appreciation/depreciation		13,016,490			7,991,692			(3,292,785	)		3,539,675

Net realized and unrealized gain (loss)		(72,595,794	)		32,342,992			(140,998,146	)		15,098,835

Net income (loss)	$	(72,889,707	)	$	32,268,583		$	(141,740,089	)	$	14,899,947

Net income (loss) per weighted-average share	$	(12.01	)	$	56.28		$	(37.10	)	$	25.51

Weighted-average shares outstanding		6,071,472			573,375			3,820,717			584,172

See accompanying notes to financial statements.

- 94 -

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	30,549,903
Addition of 20,725,000 shares		675,673,404
Redemption of 12,400,000 shares		(398,679,668	)

Net addition (redemption) of 8,325,000 shares		276,993,736

Net investment income (loss)		(741,943	)
Net realized gain (loss)		(137,705,361	)
Change in net unrealized appreciation/depreciation		(3,292,785	)

Net income (loss)		(141,740,089	)

Shareholders’ equity, at September 30, 2012	$	165,803,550

See accompanying notes to financial statements.

- 95 -

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	(141,740,089	)	$	14,899,947
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		(40,524,749	)		—
Net sale (purchase) of short-term U.S. government and agency obligations		(94,356,539	)		(28,062,806	)
Change in unrealized appreciation/depreciation on investments		(5,216	)		1,675
Decrease (Increase) in receivable on futures contracts		(2,426,098	)		(2,250,019	)
Change in offering cost		1,090			147,749
Increase (Decrease) in management fee payable		87,730			62,960
Increase (Decrease) in payable for offering costs		—			(198,998	)

Net cash provided by (used in) operating activities		(278,963,871	)		(15,399,492	)

Cash flow from financing activities
Proceeds from addition of shares		676,632,747			254,334,644
Payment on shares redeemed		(395,694,365	)		(237,843,693	)

Net cash provided by (used in) financing activities		280,938,382			16,490,951

Net increase (decrease) in cash		1,974,511			1,091,459
Cash, beginning of period		563,350			400

Cash, end of period	$	2,537,861		$	1,091,859

See accompanying notes to financial statements.

- 96 -

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	1,461,733	$	5,521,055
Segregated cash balances with brokers for futures contracts		13,176,254		2,252,358
Short-term U.S. government and agency obligations (Note 3) (cost $35,052,708 and $0, respectively)		35,053,223		—
Receivable from capital shares sold		6,806,066		—
Offering costs (Note 5)		421		21,691

Total assets		56,497,697		7,795,104

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		2,031,024		—
Management fee payable		24,949		5,916
Payable for offering costs		—		28,764

Total liabilities		2,055,973		34,680

Shareholders’ equity
Shareholders’ equity		54,441,724		7,760,424

Total liabilities and shareholders’ equity	$	56,497,697	$	7,795,104

Shares outstanding		800,020		300,020

Net asset value per share (Note 10)	$	68.05	$	25.87

Market value per share (Note 10) (Note 2)	$	67.37	$	26.14

See accompanying notes to financial statements.

- 97 -

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(64% of shareholders’ equity)
U.S. Treasury Bills:
0.090% due 11/23/12	$	436,000	$	435,954
0.089% due 01/10/13		19,845,000		19,840,688
0.100% due 02/07/13		14,782,000		14,776,581

Total short-term U.S. government and agency obligations (cost $35,052,708)			$	35,053,223

Futures Contracts Sold††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
CBOE VIX Future 10/16/2012 (UXV2)		1,908	$	31,291,200	$	516,210
CBOE VIX Future 11/20/2012 (UXX2)		1,267		22,869,350		13,407

					$	529,617

††	Cash collateral in the amount of $13,176,254 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

See accompanying notes to financial statements.

- 98 -

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF*

STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Three months ended September 30, 2012			Nine months ended September 30, 2012
Investment Income
Interest	$	4,522		$	8,717

Expenses
Management fee		37,125			73,103
Brokerage commissions		71,818			139,690
Offering costs		19,314			69,342

Total expenses		128,257			282,135

Net investment income (loss)		(123,735	)		(273,418	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		10,269,196			14,345,508
Short-term U.S. government and agency obligations		1,435			2,221

Net realized gain (loss)		10,270,631			14,347,729

Change in net unrealized appreciation/depreciation on
Futures contracts		(146,485	)		439,437
Short-term U.S. government and agency obligations		91			515

Change in net unrealized appreciation/depreciation		(146,394	)		439,952

Net realized and unrealized gain (loss)		10,124,237			14,787,681

Net income (loss)	$	10,000,502		$	14,514,263

Net income (loss) per weighted-average share (Note 10)	$	23.35		$	32.15

Weighted-average shares outstanding (Note 10)		428,281			451,480

*	Since the Fund commenced investment operations on October 3, 2011, statements of operations for the three and nine months ended September 30, 2011 have not been provided.

See accompanying notes to financial statements.

- 99 -

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	7,760,424
Addition of 9,100,000 shares		443,744,858
Redemption of 8,600,000 shares		(411,577,821	)

Net addition (redemption) of 500,000 shares		32,167,037

Net investment income (loss)		(273,418	)
Net realized gain (loss)		14,347,729
Change in net unrealized appreciation/depreciation		439,952

Net income (loss)		14,514,263

Shareholders’ equity, at September 30, 2012	$	54,441,724

See accompanying notes to financial statements.

- 100 -

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


	Nine months ended September 30, 2012
Cash flow from operating activities
Net income (loss)	$	14,514,263
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(10,923,896	)
Net sale (purchase) of short-term U.S. government and agency obligations		(35,052,708	)
Change in unrealized appreciation/depreciation on investments		(515	)
Change in offering cost		21,270
Increase (Decrease) in management fee payable		19,033
Increase (Decrease) in payable on futures contracts		2,031,024
Increase (Decrease) in payable for offering costs		(28,764	)

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

Cash flow from financing activities
Proceeds from addition of shares		436,938,792
Payment on shares redeemed		(411,577,821	)

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

Net increase (decrease) in cash		(4,059,322	)
Cash, beginning of period		5,521,055

Cash, end of period	$	1,461,733

See accompanying notes to financial statements.

- 101 -

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	1,949,276	$	627,557
Segregated cash balances with brokers for futures contracts		18,471,651		—
Short-term U.S. government and agency obligations (Note 3) (cost $75,763,187 and $89,398,343, respectively)		75,764,033		89,392,389
Receivable from capital shares sold		6,225,912		—
Receivable on open futures contracts		—		798,319
Offering costs (Note 5)		—		682
Limitation by Sponsor		—		2,481

Total assets		102,410,872		90,821,428

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		1,058,818		—
Payable on open futures contracts		626,539		—
Management fee payable		70,197		—

Total liabilities		1,755,554		—

Shareholders’ equity
Shareholders’ equity		100,655,318		90,821,428

Total liabilities and shareholders’ equity	$	102,410,872	$	90,821,428

Shares outstanding		2,425,005		1,225,005

Net asset value per share	$	41.51	$	74.14

Market value per share (Note 2)	$	41.66	$	74.13

See accompanying notes to financial statements.

- 102 -

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2012

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(75% of shareholders’ equity)
U.S. Treasury Bills:
0.059% due 10/04/12	$	50,460,000	$	50,459,919
0.095% due 11/23/12		17,909,000		17,907,130
0.089% due 01/10/13		4,662,000		4,660,987
0.093% due 02/07/13		2,737,000		2,735,997

Total short-term U.S. government and agency obligations (cost $75,763,187)			$	75,764,033

Futures Contracts Purchased††


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)
CBOE VIX Future 01/15/2013 (UXF3)		890	$	18,601,000	$	(3,799,169	)
CBOE VIX Future 02/12/2013 (UXG3)		1,484		32,870,600		(5,664,510	)
CBOE VIX Future 03/19/2013 (UXH3)		1,484		34,651,400		(4,194,830	)
CBOE VIX Future 04/16/2013 (UXJ3)		593		14,528,500		(65,930	)

					$	(13,724,439	)

††	Cash collateral in the amount of $18,471,651 was pledged to cover margin requirements for open futures contracts as of September 30, 2012.

See accompanying notes to financial statements.

- 103 -

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest	$	12,846		$	569		$	31,096		$	3,584

Expenses
Management fee		202,688			—			634,119			—
Offering costs		—			31,013			682			92,343
Limitation by Sponsor		—			(4,041	)		—			(30,593	)

Total expenses		202,688			26,972			634,801			61,750

Net investment income (loss)		(189,842	)		(26,403	)		(603,705	)		(58,166	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(19,925,729	)		2,364,290			(45,669,199	)		503,490
Short-term U.S. government and agency obligations		188			79			(1,822	)		277

Net realized gain (loss)		(19,925,541	)		2,364,369			(45,671,021	)		503,767

Change in net unrealized appreciation/depreciation on
Futures contracts		(7,586,879	)		2,244,750			(7,611,689	)		1,830,600
Short-term U.S. government and agency obligations		(1,753	)		(1,584	)		6,800			(1,507	)

Change in net unrealized appreciation/depreciation		(7,588,632	)		2,243,166			(7,604,889	)		1,829,093

Net realized and unrealized gain (loss)		(27,514,173	)		4,607,535			(53,275,910	)		2,332,860

Net income (loss)	$	(27,704,015	)	$	4,581,132		$	(53,879,615	)	$	2,274,694

Net income (loss) per weighted-average share	$	(14.21	)	$	25.66		$	(30.91	)	$	15.87

Weighted-average shares outstanding		1,950,005			178,538			1,743,162			143,338

See accompanying notes to financial statements.

- 104 -

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	$	90,821,428
Addition of 1,900,000 shares		107,050,176
Redemption of 700,000 shares		(43,336,671	)

Net addition (redemption) of 1,200,000 shares		63,713,505

Net investment income (loss)		(603,705	)
Net realized gain (loss)		(45,671,021	)
Change in net unrealized appreciation/depreciation		(7,604,889	)

Net income (loss)		(53,879,615	)

Shareholders’ equity, at September 30, 2012	$	100,655,318

See accompanying notes to financial statements.

- 105 -

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)	$	(53,879,615	)	$	2,274,694
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Decrease (Increase) in segregated cash balances with brokers for futures contracts		(18,471,651	)		—
Net sale (purchase) of short-term U.S. government and agency obligations		13,635,156			(14,412,785	)
Change in unrealized appreciation/depreciation on investments		(6,800	)		1,507
Decrease (Increase) in receivable on futures contracts		798,319			(550,076	)
Decrease (Increase) in Limitation by Sponsor		2,481			(30,593	)
Change in offering cost		682			92,343
Increase (Decrease) in management fee payable		70,197			—
Increase (Decrease) in payable on futures contracts		626,539			—
Increase (Decrease) in payable for offering costs		—			(124,374	)

Net cash provided by (used in) operating activities		(57,224,692	)		(12,749,284	)

Cash flow from financing activities
Proceeds from addition of shares		100,824,264			32,434,524
Payment on shares redeemed		(42,277,853	)		(19,177,123	)

Net cash provided by (used in) financing activities		58,546,411			13,257,401

Net increase (decrease) in cash		1,321,719			508,117
Cash, beginning of period		627,557			400

Cash, end of period	$	1,949,276		$	508,517

See accompanying notes to financial statements.

- 106 -

PROSHARES MANAGED FUTURES STRATEGY*

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	200	$	200
Offering costs (Note 5)		90,800		90,800

Total assets		91,000		91,000

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		90,800		90,800

Total liabilities		90,800		90,800

Shareholders’ equity
Shareholders’ equity	$	200	$	200

Total liabilities and shareholders’ equity	$	91,000	$	91,000

*	See Note 1.

See accompanying notes to financial statements.

- 107 -

PROSHARES COMMODITY MANAGED FUTURES STRATEGY*

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	200	$	200
Offering costs (Note 5)		62,100		62,100

Total assets		62,300		62,300

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		62,100		62,100

Total liabilities		62,100		62,100

Shareholders’ equity
Shareholders’ equity	$	200	$	200

Total liabilities and shareholders’ equity	$	62,300	$	62,300

*	See Note 1.

See accompanying notes to financial statements.

- 108 -

PROSHARES FINANCIAL MANAGED FUTURES STRATEGY*

STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	200	$	200
Offering costs (Note 5)		62,100		62,100

Total assets		62,300		62,300

Liabilities and shareholders’ equity
Liabilities
Payable for offering costs		62,100		62,100

Total liabilities		62,100		62,100

Shareholders’ equity
Shareholders’ equity	$	200	$	200

Total liabilities and shareholders’ equity	$	62,300	$	62,300

*	See Note 1.

See accompanying notes to financial statements.

- 109 -

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION


	September 30, 2012 (unaudited)		December 31, 2011
Assets
Cash	$	16,538,776	$	19,145,045
Segregated cash balances with brokers for futures contracts		198,720,470		34,136,628
Short-term U.S. government and agency obligations (Note 3) (cost $3,438,088,956 and $3,314,826,965, respectively)		3,438,193,300		3,314,757,692
Unrealized appreciation on swap agreements		5,676,002		3,215,991
Unrealized appreciation on forward agreements		120,883,986		76,417,081
Unrealized appreciation on foreign currency forward contracts		268,655		67,533,681
Receivable from capital shares sold		77,742,212		62,130,059
Receivable on open futures contracts		9,458,535		2,247,035
Offering costs (Note 5)		312,024		1,481,880
Limitation by Sponsor		2,498		2,481

Total Assets		3,867,796,458		3,581,067,573

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		50,139,991		20,503,124
Payable on open futures contracts		3,025,844		1,852,966
Management fee payable		2,771,345		2,597,445
Payable for Offering Costs		338,000		1,507,202
Unrealized depreciation on swap agreements		15,420,385		10,714,573
Unrealized depreciation on forward agreements		23,572,398		260,163,053
Unrealized depreciation on foreign currency forward contracts		37,818,071		4,882,358

Total liabilities		133,086,034		302,220,721

Shareholders’ equity
Shareholders’ equity		3,734,710,424		3,278,846,852

Total liabilities and shareholders’ equity	$	3,867,796,458	$	3,581,067,573

Shares outstanding		106,163,634		96,673,263

See accompanying notes to financial statements.

- 110 -

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Three months ended September 30, 2012			Three months ended September 30, 2011			Nine months ended September 30, 2012			Nine months ended September 30, 2011
Investment Income
Interest		608,290		$	205,228			1,391,023		$	1,432,606

Expenses
Management fee		8,318,706			8,789,596			24,529,023			22,089,503
Brokerage commissions		603,731			34,563			1,434,756			132,816
Offering costs		101,423			80,634			295,109			240,092
Limitation by Sponsor		(2,350	)		(4,041	)		(2,498	)		(30,593	)

Total expenses		9,021,510			8,900,752			26,256,390			22,431,818

Net investment income (loss)		(8,413,220	)		(8,695,524	)		(24,865,367	)		(20,999,212	)

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(333,410,798	)		1,615,893			(628,321,027	)		32,635,570
Swap agreements		25,164,855			(18,459,511	)		434,811			33,016,158
Forward agreements		141,156,425			(155,922,546	)		(115,296,645	)		(122,754,908	)
Foreign currency forward contracts		(19,184,246	)		(44,661,970	)		111,134,680			(165,990,693	)
Short-term U.S. government and agency obligations		9,398			13,317			26,727			88,692

Net realized gain (loss)		(186,264,366	)		(217,414,817	)		(632,021,454	)		(223,005,181	)

Change in net unrealized appreciation/depreciation on
Futures contracts		23,978,880			(5,356,085	)		(21,179,114	)		(22,449,225	)
Swap agreements		(6,773,552	)		(33,857,212	)		(2,245,801	)		(39,328,107	)
Forward agreements		202,513,698			(118,697,358	)		281,057,560			(184,910,769	)
Foreign currency forward contracts		(19,053,386	)		125,588,147			(100,200,739	)		149,419,231
Short-term U.S. government and agency obligations		17,686			(251,113	)		173,617			(255,737	)

Change in net unrealized appreciation/depreciation		200,683,326			(32,573,621	)		157,605,523			(97,524,607	)

Net realized and unrealized gain (loss)		14,418,960			(249,988,438	)		(474,415,931	)		(320,529,788	)

Net income (loss)		6,005,740		$	(258,683,962	)		(499,281,298	)	$	(341,529,000	)

See accompanying notes to financial statements.

- 111 -

PROSHARES TRUST II

COMBINED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited)


Shareholders’ equity, at December 31, 2011	3,278,846,852
Addition of 100,202,500 shares	4,536,355,180
Redemption of 90,712,129 shares*	(3,581,210,310	)

Net addition (redemption) of 9,490,371 shares	955,144,870

Net investment income (loss)	(24,865,367	)
Net realized gain (loss)	(632,021,454	)
Change in net unrealized appreciation/depreciation	157,605,523

Net income (loss)	(499,281,298	)

Shareholders’ equity, at September 30, 2012	3,734,710,424

*	Amount includes $6,600 of redemptions related to de-registration of certain Funds. Refer to Note 1.

See accompanying notes to financial statements.

- 112 -

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(unaudited)


	Nine months ended September 30, 2012			Nine months ended September 30, 2011
Cash flow from operating activities
Net income (loss)		(499,281,298	)	$	(341,529,000	)
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		(164,583,842	)		(21,504,650	)
Net sale (purchase) of short-term U.S. government and agency obligations		(123,261,991	)		(1,576,250,195	)
Change in unrealized appreciation/depreciation on investments		(178,784,637	)		75,075,382
Decrease (Increase) in receivable on futures contracts		(7,211,500	)		(2,525,683	)
Decrease (Increase) in Limitation by Sponsor		(17	)		(30,593	)
Change in offering cost		111,430			240,092
Increase (Decrease) in management fee payable		173,900			4,320,554
Increase (Decrease) in payable on futures contracts		1,172,878			9,757,128
Increase (Decrease) in payable for offering costs		(110,776	)		(323,372	)

Net cash provided by (used in) operating activities		(971,775,853	)		(1,852,770,337	)

Cash flow from financing activities
Proceeds from addition of shares		4,520,743,027			5,283,123,290
Payment on shares redeemed*		(3,551,573,443	)		(3,428,718,923	)

Net cash provided by (used in) financing activities		969,169,584			1,854,404,367

Net increase (decrease) in cash		(2,606,269	)		1,634,030
Cash, beginning of period		19,145,045			13,024,692

Cash, end of period		16,538,776		$	14,658,722

*	Amount includes $6,600 of redemptions related to de-registration of certain Funds. Refer to Note 1.

-113-

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

(unaudited)

NOTE 1—ORGANIZATION

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of September 30, 2012, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares UltraShort DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares Ultra Australian Dollar, ProShares UltraShort Australian Dollar, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); (ii) ProShares Short Euro (the “Short Euro Fund”); (iii) ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Leveraged Fund, Short Euro Fund, Geared VIX Fund or Matching VIX Fund. The Shares of each Leveraged Fund, the Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”).

The Trust has also registered shares for thirty-two additional series: (i) ProShares Short DJ-UBS Natural Gas and ProShares Short Gold (each, a “Short Fund” and collectively, the “Short Funds”); (ii) ProShares UltraShort VIX Short-Term Futures ETF, ProShares Ultra VIX Mid-Term Futures ETF, ProShares Short VIX Mid-Term Futures ETF and ProShares UltraShort VIX Mid-Term Futures ETF (each, a “New Geared VIX Fund” and collectively, the “New Geared VIX Funds”); (iii) ProShares Managed Futures Strategy, ProShares Commodity Managed Futures Strategy and ProShares Financial Managed Futures Strategy (each, a “Managed Futures Fund” and collectively, the “Managed Futures Funds”); (iv) ProShares UltraPro Australian Dollar, ProShares Short Australian Dollar, ProShares UltraPro Short Australian Dollar, ProShares UltraPro Canadian Dollar, ProShares Ultra Canadian Dollar, ProShares Short Canadian Dollar, ProShares UltraShort Canadian Dollar, ProShares UltraPro Short Canadian Dollar, ProShares UltraPro Euro, ProShares UltraPro Short Euro, ProShares UltraPro Swiss Franc, ProShares Ultra Swiss Franc, ProShares Short Swiss Franc, ProShares UltraShort Swiss Franc, ProShares UltraPro Short Swiss Franc, ProShares UltraPro Yen, ProShares Short Yen and ProShares UltraPro Short Yen (each, a “New Currency Fund” and collectively, the “New Currency Funds”); and (v) ProShares UltraPro U.S. Dollar, ProShares Ultra U.S. Dollar, ProShares Short U.S. Dollar, ProShares UltraShort U.S. Dollar and ProShares UltraPro Short U.S. Dollar (each, a “Currency Index Fund” and collectively, the “Currency Index Funds”). The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements. 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.

On June 25, 2012, the registered offerings for ProShares UltraPro Australian Dollar, ProShares Short Australian Dollar, ProShares UltraPro Short Australian Dollar, ProShares UltraPro Canadian Dollar, ProShares Short Canadian Dollar, ProShares UltraPro Short Canadian Dollar, ProShares UltraPro Euro, ProShares UltraPro Short Euro, ProShares UltraPro Swiss Franc, ProShares Short Swiss Franc, ProShares UltraPro Short Swiss Franc, ProShares UltraPro Yen, ProShares UltraPro Short Yen and the Currency Index Funds, each of which had never been publicly offered, were terminated. On June 26, 2012, the registered offerings for the Short Funds and the New Geared VIX Funds, each of which had never been publicly offered, were terminated. On September 28, 2012, the registered offerings for ProShares Ultra Canadian Dollar, ProShares UltraShort Canadian Dollar, ProShares Ultra Swiss Franc, ProShares UltraShort Swiss Franc and ProShares Short Yen, each of which had never been publicly offered, were terminated. Thus, as of September 30, 2012, the only Funds that have remaining registered amounts are the Managed Futures Funds.

-114-

As of September 30, 2012, each of the Managed Futures Funds had seed capital, but none of the Managed Futures Funds had commenced investment operations; therefore, these Financial Statements do not include Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity or Statements of Cash Flows for the Managed Futures Funds.

The Trust had no operations prior to November 24, 2008, other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares at an aggregate purchase price of $350 in each of the following Funds: ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen.

Eight of the Funds, ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen, commenced trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, and ProShares UltraShort Silver, commenced trading on the NYSE Arca on December 3, 2008. Two of the Funds, ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF, commenced trading on the NYSE Arca on January 3, 2011. Two of the Funds, ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF, commenced trading on the NYSE Arca on October 3, 2011. Two of the Funds, ProShares Ultra DJ-UBS Natural Gas and ProShares UltraShort DJ-UBS Natural Gas, commenced trading on the NYSE Arca on October 4, 2011. One of the Funds, ProShares Short Euro, commenced trading on the NYSE Arca on June 26, 2012. Two of the Funds, ProShares Ultra Australian Dollar and ProShares UltraShort Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012. As of September 30, 2012, the Managed Futures Funds had not yet commenced trading.

Groups of Funds are collectively referred to in several different ways. References to “Ultra Funds,” “Short Funds” or “UltraShort Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds”, “Commodity Funds,” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories. References to “Managed Futures Funds” refer to the different Funds according to which index the Fund intends to gain exposure.

Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to twice (2x) the daily performance of its corresponding benchmark. Each “Short” Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results (before fees and expenses) that correspond to twice the inverse (-2x) of the daily performance of its corresponding benchmark. Daily performance is measured from the calculation of one NAV to the next.

-115-

correspond to the performance of the S&P Dynamic Futures Index (the “DFI” or the “Index”), the S&P Dynamic Commodities Futures Index (the “DCFI”) or the S&P Dynamic Financial Futures Index (the “DFFI”) (each a “Sub-Index” and collectively, the “Sub-Indexes”). Each Managed Futures Fund intends to obtain exposure to the Index or to a Sub-Index, as applicable, by investing primarily in unleveraged positions in U.S. exchange-traded futures contracts on sixteen different tangible commodities (the “Commodity Futures Contracts”) or futures contracts on eight different financials, such as major currencies and U.S. Treasury securities (the “Financial Futures Contracts” and together with the Commodity Futures Contracts, the “Index Components”).

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 one day should not be expected to be a simple multiple ( e.g., 2x, -1 or -2x) of the period return of the corresponding benchmark and will likely differ significantly. The Matching VIX Funds and the Managed Futures Funds seek to achieve their stated investment objective both over a single day and over time.

ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas and ProShares UltraShort DJ-UBS Natural Gas each have a benchmark that is an index designed to track the performance of commodity futures contracts, as applicable. The daily performance of these indexes and the corresponding Funds will likely be very different from the daily performance of the price of the related physical commodities.

Renaming of Index

Effective as of January 2, 2012, the official name for the Dow Jones-UBS Crude Oil Sub-Index ^SM (Ticker: DJUBSCL) changed to the Dow Jones-UBS WTI Crude Oil Sub-Index ^SM . The ticker did not change as a result of the name change.

Share Splits and Reverse Share Splits

Prior to the opening of trading on the NYSE Arca on February 25, 2011, ProShares UltraShort DJ-UBS Commodity and ProShares UltraShort DJ-UBS Crude Oil executed a 1-for-5 reverse split of Shares and ProShares UltraShort Silver and ProShares Ultra DJ-UBS Crude Oil executed a 1-for-4 reverse split of Shares. The funds traded at their post-split prices on February 25, 2011. The ticker symbols for the funds did not change, and they continue to trade on the NYSE Arca.

Prior to the opening of trading on the NYSE Arca on October 13, 2011, ProShares Ultra Silver executed a 2-for-1 split of Shares and ProShares UltraShort Yen executed a 1-for-3 reverse split of Shares. The funds traded at their post-split prices on October 13, 2011. The ticker symbols for the funds did not change, and they continue to trade on the NYSE Arca.

Prior to the opening of trading on the NYSE Arca on March 8, 2012, ProShares Ultra VIX Short-Term Futures ETF executed a 1-for-6 reverse split of Shares. The fund traded at its post-split price on March 8, 2012. The ticker symbol for the fund did not change, and it continues to trade on the NYSE Arca.

Prior to the opening of trading on the NYSE Arca on May 11, 2012, ProShares UltraShort DJ-UBS Natural Gas executed a 3-for-1 split of Shares and ProShares Ultra DJ-UBS Natural Gas and ProShares UltraShort Silver executed a 1-for-5 reverse split of Shares. The funds traded at their post-split prices on May 11, 2012. The ticker symbols for the funds did not change, and they continue to trade on the NYSE Arca.

Prior to the opening of trading on the NYSE Arca on September 7, 2012, ProShares Ultra VIX Short-Term Futures ETF executed a 1-for-10 reverse split of Shares. The fund traded at its post-split price on September 7, 2012. The ticker symbol for the fund did not change, and it continues to trade on the NYSE Arca.

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Silver, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort Yen, ProShares Ultra VIX Short-Term Futures ETF and ProShares Ultra DJ-UBS Natural Gas, and resulted in a proportionate increase in the price per Share and per Share information of each such Fund. Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

-116-

The splits were applied retroactively for all periods presented, increasing the number of Shares outstanding for ProShares Ultra Silver and ProShares UltraShort DJ-UBS Natural Gas, and resulted in a proportionate decrease in the price per Share and per Share information of each such Fund. Therefore, the splits did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

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, 2011, as filed with the SEC on February 29, 2012.

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

Statement of Cash Flows

The cash amount shown in the Statements of Cash Flows is the amount reported as cash in the Statement of Financial Condition dated September 30, 2012, and represents non-segregated cash with the custodian and does not include short-term investments.

Final Net Asset Value for Fiscal Period

The times of the calculation of the Leveraged Funds’, the Short Euro Fund’s, the Geared VIX Funds’ and the Matching VIX Funds’ final net asset value for creation and redemption of fund Shares for the three months ended September 30, 2012 were as follows. All times are Eastern Standard Time:

-117-


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

Although the Leveraged Funds’, the Short Euro Fund, the Geared VIX Funds’ and the Matching VIX Funds’ Shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the three months ended September 30, 2012.

Market value per Share is determined at the close of the NYSE Arca and may be later than when the Funds’ NAV per Share is calculated.

For financial reporting purposes, the Leveraged Funds, the Short Euro Fund, the Geared VIX Funds and the Matching 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’, Short Euro Fund’s, Geared VIX Funds’ and Matching VIX Funds’ final creation/redemption NAV for the three months ended September 30, 2012.

Investment Valuation

Short-term investments are valued at market price. Treasury securities having a maturity of greater than sixty days are valued at market price. In each of these situations, valuations are typically categorized as Level I in the fair value hierarchy.

Derivatives (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. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Leveraged Funds’, the Short Euro Fund’s, the Geared VIX Funds’ and the Matching VIX Funds’ policies are intended to result in a calculation of a Leveraged Fund’s, the Short Euro Fund’s, a Geared VIX Fund’s or a Matching VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, a Leveraged Fund, the Short Euro Fund, a Geared VIX Fund or a Matching VIX Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a Leveraged Fund, the Short Euro Fund, a Geared VIX Fund or a Matching 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.

-118-

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 September 30, 2012 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
Ultra DJ-UBS Commodity	$	7,901,820	$	—		$	—		$	—		$	267,485		$	8,169,305
UltraShort DJ-UBS Commodity		2,699,968		—			—			—			(113,533	)		2,586,435
Ultra DJ-UBS Crude Oil		366,172,164		(5,140,430	)		—			—			(13,480,730	)		347,551,004
UltraShort DJ-UBS Crude Oil		106,234,641		1,926,470			—			—			5,408,517			113,569,628
Ultra DJ-UBS Natural Gas		65,922,744		12,769,070			—			—			—			78,691,814
UltraShort DJ-UBS Natural Gas		9,991,158		(2,802,080	)		—			—			—			7,189,078
Ultra Gold		358,231,650		35,120			30,642,789			—			—			388,909,559
UltraShort Gold		101,837,917		(35,200	)		(9,095,142	)		—			—			92,707,575
Ultra Silver		900,594,881		64,920			90,241,197			—			—			990,900,998
UltraShort Silver		129,989,973		(65,020	)		(14,477,256	)		—			—			115,447,697
Ultra Australian Dollar		3,463,974		(1,930	)		—			—			—			3,462,044
UltraShort Australian Dollar		3,302,995		1,140			—			—			—			3,304,135
Ultra Euro		5,308,846		—			—			222,278			—			5,531,124
Short Euro		3,446,994		(13,619	)		—			—			—			3,433,375
UltraShort Euro		792,156,391		—			—			(35,174,220	)		—			756,982,171
Ultra Yen		5,080,206		—			—			46,377			—			5,126,583
UltraShort Yen		231,943,724		—			—			(2,643,851	)		—			229,299,873
Ultra VIX Short-Term Futures ETF		111,376,419		(18,772,742	)		—			—			(1,826,122	)		90,777,555
VIX Short-Term Futures ETF		121,719,579		(4,873,971	)		—			—			—			116,845,608
Short VIX Short-Term Futures ETF		35,053,223		529,617			—			—			—			35,582,840
VIX Mid-Term Futures ETF		75,764,033		(13,724,439	)		—			—			—			62,039,594

Total Trust	$	3,438,193,300	$	(30,103,094	)	$	97,311,588		$	(37,549,416	)	$	(9,744,383	)	$	3,458,107,995

-119-

At September 30, 2012, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

At September 30, 2012, there were no 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, 2011 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
	Short-Term U.S. Government and Agencies		Futures Contracts			Forward Agreements			Foreign Currency Forward Contracts			Swap Agreements			Total
Ultra DJ-UBS Commodity	$	9,713,685	$	—		$	—		$	—		$	(707,177	)	$	9,006,508
UltraShort DJ-UBS Commodity		8,534,690		—			—			—			570,751			9,105,441
Ultra DJ-UBS Crude Oil		246,919,569		(1,365,330	)		—			—			(10,007,396	)		235,546,843
UltraShort DJ-UBS Crude Oil		131,934,193		247,040			—			—			2,645,240			134,826,473
Ultra DJ-UBS Natural Gas		—		(825,510	)		—			—			—			(825,510	)
UltraShort DJ-UBS Natural Gas		2,621,684		1,381,010			—			—			—			4,002,694
Ultra Gold		399,317,740		(41,660	)		(80,836,280	)		—			—			318,439,800
UltraShort Gold		164,673,175		41,800			33,401,358			—			—			198,116,333
Ultra Silver		771,925,669		(60,850	)		(179,326,773	)		—			—			592,538,046
UltraShort Silver		215,352,919		60,850			43,015,723			—			—			258,429,492
Ultra Euro		10,068,707		—			—			(518,212	)		—			9,550,495
UltraShort Euro		1,012,174,281		—			—			67,430,954			—			1,079,605,235
Ultra Yen		5,366,875		—			—			102,727			—			5,469,602
UltraShort Yen		219,404,292		—			—			(4,364,146	)		—			215,040,146
Ultra VIX Short-Term Futures ETF		—		(762,790	)		—			—			—			(762,790	)
VIX Short-Term Futures ETF		27,357,824		(1,575,970	)		—			—			—			25,781,854
Short VIX Short-Term Futures ETF		—		90,180			—			—			—			90,180
VIX Mid-Term Futures ETF		89,392,389		(6,112,750	)		—			—			—			83,279,639

Total Trust	$	3,314,757,692	$	(8,923,980	)	$	(183,745,972	)	$	62,651,323		$	(7,498,582	)	$	3,177,240,481

At December 31, 2011, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

At December 31, 2011, there were no 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.

-120-

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation/depreciation on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation/depreciation between periods are reflected in the Statements of Operations. Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Brokerage Commissions and Fees

Each Fund pays or will pay its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income or similar securities would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis. For the nine months ended September 30, 2012, the Sponsor paid and is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds.

Federal Income Tax

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

Management of the Funds has reviewed all open tax years and major jurisdictions and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to, on-going analysis of tax law, regulation, and interpretations thereof.

NOTE 3—INVESTMENTS

Short-Term Investments

The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements and/or used as collateral for a Fund’s trading in futures and forward contracts.

Accounting for Derivative Instruments

In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions that the Sponsor believes in combination should produce returns consistent with a Fund’s objective.

All open derivative positions at period-end for each Fund are disclosed in the Schedule of Investments and the notional value of these open positions relative to the shareholders’ equity of each Fund is generally representative of the notional value of open positions to shareholders’ equity throughout the reporting period for each respective Fund. The volume associated with derivative positions varies on a daily basis as each Fund transacts derivative contracts in order to achieve the appropriate exposure, as expressed in notional value, in comparison to shareholders’ equity consistent with each Fund’s investment objective.

-121-

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.

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) commodities/indices, or to create an economic hedge against a position. Swap agreements are two-party contracts entered into primarily with major global financial institutions for a specified period, ranging from a day to more than one year. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. In the case of futures contracts based indices, such as those used by the Commodity Index Funds, the reference interest rate is zero. 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 an Ultra Fund, the Ultra Fund would be entitled to settlement payments in the event the benchmark increases and would be required to make payments to the swap counterparties in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by an UltraShort Fund, the UltraShort Fund would be required to make payments to the swap counterparties in the event the benchmark increases and would be entitled to settlement payments in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

-122-

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate NAV at least equal to such accrued excess is maintained 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 Index.

The Trust, on behalf of a Fund, may enter into agreements with certain counterparties for derivative transactions. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques.

Swap agreements involve, to varying degrees, elements of market risk (commodity price risk) and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are an imperfect correlation 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 counterparty. A Fund will enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at September 30, 2012 contractually terminate within one month but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to pay or receive the “unrealized appreciation or depreciation” amount.

The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2012, the collateral posted by counterparties consisted of cash and U.S. Treasury Securities.

Forward Contracts

Certain of the Funds enter into forward contracts for purposes of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in the over-the-counter (“OTC”) markets and all details of the contract are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

-123-

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date.

Forward contracts are, in general, not cleared or guaranteed by a third party. The Funds may collateralize forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2012, the collateral posted by counterparties consisted of cash and U.S. Treasury Securities.

Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years, however, many OTC market participants in foreign exchange trading have begun to require that their counterparties post margin.

A Fund will 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.

-124-

Fair Value of Derivative Instruments

as of September 30, 2012

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for as
hedging
instruments

Statements of
Financial
Condition
Location

Fund

Unrealized
Appreciation

Statements of
Financial
Condition
Location

Fund

Unrealized
Depreciation

Commodity Contracts

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

ProShares Ultra DJ-UBS Commodity

267,485

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

ProShares UltraShort DJ-UBS Commodity

113,533

ProShares UltraShort DJ-UBS Crude Oil

7,334,987

ProShares UltraShort DJ-UBS Crude Oil

18,621,160

ProShares Ultra DJ-UBS Natural Gas

12,769,070

ProShares UltraShort DJ-UBS Natural Gas

2,802,080

ProShares Ultra Gold

30,677,909

ProShares UltraShort Gold

9,130,342

ProShares UltraSilver

90,306,117

ProShares UltraShort Silver

14,542,276

Foreign Exchange Contracts

Unrealized appreciation on foreign currency forward contracts

ProShares UltraShort

1,140

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

ProShares Ultra Australian Dollar

1,930

Australian Dollar ProShares Ultra Euro

222,278

ProShares Short Euro

13,619

ProShares Ultra Yen

48,264

ProShares UltraShort Euro

35,174,220

ProShares Ultra Yen

1,887

ProShares UltraShort Yen

2,643,851

VIX Futures Contracts

Receivables on open futures contracts

ProShares Short VIX Short-Term Futures ETF

529,617

Payable on open futures contracts and swap agreements

ProShares Ultra VIX Short-Term Futures ETF

20,598,864

ProShares VIX Short-Term Futures ETF

4,873,971

ProShares VIX Mid-Term Futures ETF

13,724,439

Total Trust

142,156,867

Total Trust

122,242,172

*	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.

-125-

Fair Value of Derivative Instruments

as of December 31, 2011

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

Commodity Contracts

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

ProShares UltraShort DJ-
UBS Commodity

570,751

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

ProShares Ultra DJ-UBS
Commodity

707,177

ProShares UltraShort DJ-
UBS Crude Oil

3,145,557

ProShares Ultra DJ-UBS
Crude Oil

11,372,726

ProShares UltraShort DJ-
UBS Natural Gas

1,381,010

ProShares UltraShort DJ-
UBS Crude Oil

253,277

ProShares UltraShort Gold

33,443,158

ProShares Ultra DJ-UBS
Natural Gas

825,510

ProShares UltraShort Silver

45,078,871

ProShares Ultra Gold

80,877,940

ProShares Ultra Silver

179,387,623

ProShares UltraShort Silver

2,002,298

Foreign Exchange Contracts

Unrealized
appreciation
on foreign
currency
forward
contracts

ProShares Ultra Euro

6,850

Unrealized
depreciation
on foreign
currency
forward
contracts

ProShares Ultra Euro

525,062

ProShares UltraShort Euro

69,475,850

ProShares UltraShort Euro

2,044,896

ProShares Ultra Yen

103,610

ProShares Ultra Yen

883

ProShares UltraShort Yen

234,106

ProShares UltraShort Yen

4,598,252

VIX Futures Contracts

Receivables
on open
futures
contracts

ProShares Ultra VIX Short-
Term Futures ETF

141,600

Payable on
open
futures
contracts

ProShares Ultra VIX Short-
Term Futures ETF

904,390

ProShares VIX Short-Term
Futures ETF

295,500

ProShares VIX Short-Term
Futures ETF

1,871,470

ProShares Short VIX
Short-Term Futures ETF

181,280

ProShares Short VIX
Short-Term Futures ETF

91,100

ProShares VIX Mid-Term
Futures ETF

93,000

ProShares VIX Mid-Term
Futures ETF

6,205,750

Total Trust

154,151,143

Total Trust

291,668,354

*	Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

-126-

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended September 30, 2012


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	1,946,086		$	(418,834	)
		ProShares UltraShort DJ-UBS Commodity		(861,786	)		206,641
		ProShares Ultra DJ-UBS Crude Oil		93,595,260			(32,720,374	)
		ProShares UltraShort DJ-UBS Crude Oil		(24,455,424	)		10,033,896
		ProShares Ultra DJ-UBS Natural Gas		20,880,016			(5,822,190	)
		ProShares UltraShort DJ-UBS Natural Gas		(4,766,026	)		1,018,440
		ProShares Ultra Gold		23,189,203			47,317,620
		ProShares UltraShort Gold		(10,990,296	)		(13,890,127	)
		ProShares Ultra Silver		159,543,701			205,647,219
		ProShares UltraShort Silver		(30,586,333	)		(36,561,134	)

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward and futures contracts/changes in unrealized appreciation/ depreciation on foreign currency forward and futures contracts	ProShares Ultra Australian Dollar		99,030			(1,930	)
		ProShares UltraShort Australian Dollar		(123,485	)		1,140
		ProShares Ultra Euro		55,097			100,337
		ProShares Short Euro		(102,555	)		36,694
		ProShares UltraShort Euro		(14,572,815	)		(12,582,909	)
		ProShares Ultra Yen		90,137			146,755
		ProShares UltraShort Yen		(4,756,665	)		(6,717,569	)

VIX Futures Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements	ProShares Ultra VIX Short-Term Futures ETF		(299,188,874	)		39,590,749
		ProShares VIX Short-Term Futures ETF		(85,611,502	)		13,014,580
		ProShares Short VIX Short-Term Futures ETF		10,269,196			(146,485	)
		ProShares VIX Mid-Term Futures ETF		(19,925,729	)		(7,586,879	)

		Total Trust	$	(186,273,764	)	$	200,665,640

-127-

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended September 30, 2011


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	(1,050,671	)	$	(2,076,464	)
		ProShares UltraShort DJ- UBS Commodity		2,148,146			(1,247,546	)
		ProShares Ultra DJ-UBS Crude Oil		(87,767,586	)		(45,541,247	)
		ProShares UltraShort DJ- UBS Crude Oil		40,872,529			2,328,855
		ProShares Ultra Gold		4,794,133			23,329,743
		ProShares UltraShort Gold		7,280,916			(12,226,030	)
		ProShares Ultra Silver		(350,318,152	)		84,493,247
		ProShares UltraShort Silver		184,558,931			(217,209,973	)

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation/ depreciation on foreign currency forward contracts	ProShares Ultra Euro		(3,200	)		(1,321,372	)

		ProShares UltraShort Euro		(11,049,379	)		122,372,805
		ProShares Ultra Yen		496,377			(71,257	)

		ProShares UltraShort Yen		(34,105,768	)		4,607,971

VIX Futures Contracts	Net realized gain (loss) on futures contracts/ changes in unrealized appreciation/ depreciation on futures contracts	ProShares VIX Short- Term Futures ETF		24,351,300			7,994,010
		ProShares VIX Mid-Term Futures ETF		2,364,290			2,244,750


		Total Trust	$	(217,428,134	)	$	(32,322,508	)

-128-

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 30, 2012


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	(234,500	)	$	974,662
		ProShares UltraShort DJ-UBS Commodity		653,141			(684,284	)
		ProShares Ultra DJ-UBS Crude Oil		(3,020,461	)		(7,248,434	)
		ProShares UltraShort DJ-UBS Crude Oil		26,044,945			4,442,707
		ProShares Ultra DJ-UBS Natural Gas		(5,782,759	)		13,594,580
		ProShares UltraShort DJ-UBS Natural Gas		1,537,148			(4,183,090	)
		ProShares Ultra Gold		(27,072,137	)		111,555,849
		ProShares UltraShort Gold		(9,278,044	)		(42,573,500	)
		ProShares Ultra Silver		(51,743,422	)		269,693,740
		ProShares UltraShort Silver		(27,207,872	)		(57,618,849	)
Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward and futures contracts/changes in unrealized appreciation/ depreciation on foreign currency forward and futures contracts	ProShares Ultra Australian Dollar		99,030			(1,930	)
		ProShares UltraShort Australian Dollar		(123,485	)		1,140
		ProShares Ultra Euro		(811,701	)		740,490
		ProShares Short Euro		(104,555	)		(13,619	)
		ProShares UltraShort Euro		106,381,285			(102,605,174	)
		ProShares Ultra Yen		(131,047	)		(56,350	)
		ProShares UltraShort Yen		5,696,143			1,720,295
VIX Futures Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements	ProShares Ultra VIX Short-Term Futures ETF		(477,920,473	)		(19,836,074	)
		ProShares VIX Short-Term Futures ETF		(137,705,726	)		(3,298,001	)
		ProShares Short VIX Short-Term Futures ETF		14,345,508			439,437
		ProShares VIX Mid-Term Futures ETF		(45,669,199	)		(7,611,689	)

		Total Trust	$	(632,048,181	)	$	157,431,906

-129-

The Effect of Derivative Instruments on the Statements of Operations

For the nine months ended September 30, 2011


Derivatives not accounted for as hedging instruments	Location of Gain or (Loss) on Derivatives Recognized in Income	Fund	Realized Gain or (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation or Depreciation on Derivatives Recognized in Income
Commodity Contracts	Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements	ProShares Ultra DJ-UBS Commodity	$	939,496		$	(5,645,596	)
		ProShares UltraShort DJ-UBS Commodity		(3,367,856	)		1,169,138
		ProShares Ultra DJ-UBS Crude Oil		(13,429,691	)		(74,844,314	)
		ProShares UltraShort DJ- UBS Crude Oil		58,466,405			18,012,175
		ProShares Ultra Gold		55,426,905			(597,863	)
		ProShares UltraShort Gold		(16,108,408	)		(4,452,289	)
		ProShares Ultra Silver		(283,305,731	)		4,507,721
		ProShares UltraShort Silver		132,214,550			(190,209,023	)

Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/changes in unrealized appreciation/ depreciation on foreign currency forward contracts	ProShares Ultra Euro		1,603,888			(1,560,539	)
		ProShares UltraShort Euro		(112,483,351	)		132,997,720
		ProShares Ultra Yen		722,557			(336,623	)
		ProShares UltraShort Yen		(55,833,787	)		18,318,673

VIX Futures Contracts	Net realized gain (loss) on futures contracts/ changes in unrealized appreciation/ depreciation on futures contracts	ProShares VIX Short- Term Futures ETF		11,557,660			3,541,350
		ProShares VIX Mid-Term Futures ETF		503,490			1,830,600

		Total Trust	$	(223,093,873	)	$	(97,268,870	)

-130-

NOTE 4—AGREEMENTS

Management Fee

Each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund pays or will pay the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. In the first year of the Leveraged Funds’, the Short Euro Fund’s and the VIX Funds’ operations, the Sponsor did not charge its fee in an amount equal to the organization and offering costs. The Sponsor reimbursed or will reimburse each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund, if applicable, to the extent that its offering costs exceeded or exceed 0.95% of its average daily NAV of each Fund for the first year of operations. 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. The Sponsor will not charge its fee in the first year of operation of each Fund in an amount equal to the offering costs. The Sponsor has agreed to reimburse each Fund to the extent that its offering costs exceed the Management Fee for the first year of operations. The Management Fee is or will be paid in consideration of the Sponsor’s services as commodity pool operator and commodity trading advisor, and for managing the business and affairs of the Funds. From the Management Fee, the Sponsor pays or will pay the fees and expenses of the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent and any index licensors for the Funds, the routine operational, administrative and other ordinary expenses of each Fund, and the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations, including, but not limited to, expenses such as tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund, Financial Industry Regulatory Authority (“FINRA”) filing fees, individual K-1 preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses. For the nine months ended September 30, 2012, the Sponsor paid and is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds. Each Fund incurs and pays, and each Managed Futures Fund will incur and pay, its non-recurring and unusual fees and expenses.

The Administrator

The Sponsor and the Trust, for itself and on behalf of each Fund, has appointed Brown Brothers Harriman & Co. (“BBH&Co.”) as the Administrator of the Funds, and the Sponsor, the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into an Administrative Agency Agreement (the “Administration Agreement”) in connection therewith. Pursuant to the terms of the Administration Agreement and under the supervision and direction of the Sponsor and the Trust, BBH&Co. prepares and files certain regulatory filings on behalf of the Funds. BBH&Co. may also perform other services for the Funds pursuant to the Administration Agreement as mutually agreed upon by the Sponsor, the Trust and BBH&Co. from time to time. Pursuant to the terms of the Administration Agreement, BBH&Co. also serves as the Transfer Agent of the Funds. The Administrator’s fees are or will be paid on behalf of the Funds by the Sponsor.

The Custodian

BBH&Co. serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into a Custodian Agreement in connection therewith. Pursuant to the terms of the Custodian Agreement, BBH&Co. is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BBH&Co. by the Funds. The Custodian’s fees are or will be paid on behalf of the Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”), serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI.

-131-

Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor pays or will pay all of the routine operational, administrative and other ordinary expenses of each Fund generally, as determined by the Sponsor including, but not limited to, fees and expenses of the Administrator, Custodian, Distributor, PDI, Transfer Agent, fees payable to index providers, accounting and auditing fees and expenses, tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund, FINRA filing fees, individual Schedule K-1 preparation and mailing fees not exceeding 0.10% per annum of the NAV of a Fund, and report preparation and mailing expenses.

Non—Recurring Fees and Expenses

Each Fund pays or will pay all non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

NOTE 5—ORGANIZATION AND OFFERING COSTS

Organization costs are expensed as incurred and offering costs will be amortized by the Funds over a twelve month period on a straight-line basis.

The Sponsor did not and will not charge its Management Fee in the first year of operations of each Leveraged Fund, the Short Euro Fund, each Geared VIX Fund or each Matching VIX Fund in an amount equal to the organization and offering costs. The Sponsor reimbursed or will reimburse each Fund to the extent that its organization and offering costs exceeded 0.95% of each Leveraged Fund’s, the Short Euro Fund’s or each Geared VIX Fund’s and 0.85% of each Matching VIX Fund’s average daily NAV for the first year of operations.

The Sponsor will not charge its Management Fee in the first year of operations of each Fund in an amount equal to the offering costs. The Sponsor has agreed to reimburse each Managed Futures Fund to the extent that its offering costs exceed 0.95% of its average daily NAV for the first year of operations. At September 30, 2012, amounts payable for offering costs are reflected in the Statement of Financial Condition for each Managed Futures Fund.

NOTE 6—CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems or will issue and redeem Shares from time to time, but only in one or more Creation Units. A Creation Unit is or will be a block of 50,000 Shares of a Geared Fund or a Managed Futures Fund and 25,000 Shares of a Matching VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. As a result of the share splits and reverse share splits as described in Note 1, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

Except when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements, such as references to the Transaction Fees imposed on purchases and redemptions, is not relevant to retail investors.

-132-

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. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10% of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

Transaction fees for the three and nine months ended September 30, 2012, which are included in the Sale and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:


Fund	Three Months Ended September 30, 2012		Nine Months Ended September 30, 2012
Ultra DJ-UBS Commodity	$	295	$	295
UltraShort DJ-UBS Commodity		—		1,344
Ultra DJ-UBS Crude Oil		84,368		229,965
UltraShort DJ-UBS Crude Oil		19,230		102,424
Ultra DJ-UBS Natural Gas		6,620		13,915
UltraShort DJ-UBS Natural Gas		368		5,083
Ultra Gold		6,841		26,057
UltraShort Gold		2,506		11,705
Ultra Silver		32,115		122,357
UltraShort Silver		24,006		130,934
Ultra Australian Dollar		—		—
UltraShort Australian Dollar		—		—
Ultra Euro		—		—
Short Euro		—		—
UltraShort Euro		—		—
Ultra Yen		—		—
UltraShort Yen		—		—
Ultra VIX Short-Term Futures		120,326		441,291
VIX Short-Term Futures		—		—
Short VIX Short-Term Futures		56,513		101,662
VIX Mid-Term Futures		—		—

Total Trust	$	353,188	$	1,187,032

-133-

NOTE 7—FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended September 30, 2012:

Ultra ProShares

For the Three Months Ended September 30, 2012 (unaudited)


Per Share Operating Performance	Ultra DJ- UBS Commodity			Ultra DJ- UBS Crude Oil			Ultra DJ-UBS Natural Gas			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at June 30, 2012	$	23.5183		$	27.7130		$	45.6921		$	79.7618		$	37.0313		$	22.6354		$	33.4920
Net investment income (loss)		(0.0587	)		(0.0715	)		(0.1223	)		(0.1868	)		(0.0973	)		(0.0488	)		(0.0757	)
Net realized and unrealized gain (loss)		4.5424			3.6700			5.5731			17.5971			21.8640			0.6220			1.5795
Change in net asset value from operations		4.4837			3.5985			5.4508			17.4103			21.7667			0.5732			1.5038
Net asset value, at September 30, 2012	$	28.0020		$	31.3115		$	51.1429		$	97.1721		$	58.7980		$	23.2086		$	34.9958
Market value per Share, at June 30, 2012†	$	23.66		$	27.54		$	45.75		$	79.74		$	38.13		$	22.62		$	33.39
Market value per Share, at September 30, 2012†	$	27.71		$	31.21		$	51.09		$	96.92		$	58.35		$	23.18		$	35.28
Total Return, at net asset value^		19.1	%		13.0	%		11.9	%		21.8	%		58.8	%		2.5	%		4.5	%
Total Return, at market value^		17.1	%		13.3	%		11.7	%		21.5	%		53.0	%		2.5	%		5.7	%
Ratios to Average Net Assets**
Expense ratio		(0.95	)%		(0.97	)%		(1.14	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.88	)%		(0.90	)%		(1.08	)%		(0.88	)%		(0.88	)%		(0.88	)%		(0.87	)%

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-134-

UltraShort ProShares

For the Three Months Ended September 30, 2012 (unaudited)


Per Share Operating Performance	UltraShort DJ-UBS Commodity			UltraShort DJ-UBS Crude Oil			UltraShort DJ-UBS Natural Gas			UltraShort Gold^^^			UltraShort Silver			UltraShort Euro			UltraShort Yen
Net asset value, at June 30, 2012	$	59.0619		$	49.2304		$	30.3173		$	70.9895		$	69.9250		$	20.9071		$	43.5348
Net investment income (loss)		(0.1137	)		(0.0935	)		(0.0843	)		(0.1462	)		(0.1252	)		(0.0470	)		(0.0927	)
Net realized and unrealized gain (loss)		(10.9209	)		(8.5379	)		(8.0959	)		(14.5206	)		(29.9239	)		(0.7332	)		(2.1433	)
Change in net asset value from operations		(11.0346	)		(8.6314	)		(8.1802	)		(14.6668	)		(30.0491	)		(0.7802	)		(2.2360	)
Net asset value, at September 30, 2012	$	48.0273		$	40.5990		$	22.1371		$	56.3227		$	39.8759		$	20.1269		$	41.2988
Market value per Share, at June 30, 2012†	$	58.64		$	49.42		$	30.13		$	70.92		$	67.82		$	20.90		$	43.51
Market value per Share, at
September 30, 2012†	$	48.25		$	40.72		$	22.14		$	56.48		$	40.14		$	20.12		$	41.33
Total Return, at net asset value^		(18.7	)%		(17.5	)%		(27.0	)%		(20.7	)%		(43.0	)%		(3.7	)%		(5.1	)%
Total Return, at market value^		(17.7	)%		(17.6	)%		(26.5	)%		(20.4	)%		(40.8	)%		(3.7	)%		(5.0	)%
Ratios to Average Net Assets**
Expense ratio		(0.95	)%		(0.98	)%		(1.27	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.88	)%		(0.91	)%		(1.22	)%		(0.88	)%		(0.87	)%		(0.88	)%		(0.88	)%

^^^	See Note 10 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-135-

New Currency and VIX ProShares

For the Three Months Ended September 30, 2012 (unaudited)


Per Share Operating Performance	Ultra Australian Dollar+			UltraShort Australian Dollar+			Short Euro			Ultra VIX Short-Term Futures ETF^^			VIX Short- Term Futures ETF			Short VIX Short-Term Futures ETF^^^			VIX Mid- Term Futures ETF
Net asset value, at June 30, 2012	$	40.0000		$	40.0000		$	39.4721		$	96.2105		$	32.0088		$	45.2817		$	55.0359
Net investment income (loss)		(0.0806	)		(0.0764	)		(0.0901	)		(0.2198	)		(0.0484	)		(0.2889	)		(0.0974	)
Net realized and unrealized gain (loss)		0.9723			(1.2223	)		(0.6584	)		(65.6004	)		(12.9571	)		23.0577			(13.4312	)
Change in net asset value from operations		0.8917			(1.2987	)		(0.7485	)		(65.8202	)		(13.0055	)		22.7688			(13.5286	)
Net asset value, at September 30, 2012	$	40.8917		$	38.7013		$	38.7236		$	30.3903		$	19.0033		$	68.0505		$	41.5073
Market value per Share, at June 30, 2012†	$	40.00		$	40.00		$	39.49		$	98.40		$	32.32		$	44.92		$	55.08
Market value per Share, at September 30, 2012†	$	40.90		$	38.62		$	38.64		$	30.92		$	19.22		$	67.37		$	41.66
Total Return, at net asset value^		2.2	%		(3.2	)%		(1.9	)%		(68.4	)%		(40.6	)%		50.3	%		(24.6	)%
Total Return, at market value^		2.3	%		(3.5	)%		(2.2	)%		(68.6	)%		(40.5	)%		50.0	%		(24.4	)%
Ratios to Average Net Assets**
Expense ratio		(1.02	)%		(1.03	)%		(0.96	)%		(1.67	)%		(0.85	)%		(2.16	)%		(0.85	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.95	)%		(0.85	)%
Net investment income (loss)		(0.94	)%		(0.95	)%		(0.90	)%		(1.64	)%		(0.79	)%		(2.08	)%		(0.80	)%

+	From commencement of operations, July 17, 2012, through September 30, 2012.

^^	See Note 1 of these Notes to Financial Statements.

^^^	See Note 10 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-136-

Selected data for a Share outstanding throughout the three months ended September 30, 2011:

Ultra ProShares

For the Three Months Ended September 30, 2011 (unaudited)


Per Share Operating Performance	Ultra DJ- UBS Commodity			Ultra DJ- UBS Crude Oil			Ultra Gold			Ultra Silver^^			Ultra Euro			Ultra Yen
Net asset value, at June 30, 2011	$	33.3896		$	42.6433		$	77.4697		$	83.9930		$	30.2028		$	33.7648
Net investment income (loss)		(0.0789	)		(0.0855	)		(0.2324	)		(0.2338	)		(0.0672	)		(0.0852	)
Net realized and unrealized gain (loss)		(7.2872	)		(15.2523	)		9.7415			(29.0350	)		(4.4170	)		2.8878
Change in net asset value from operations		(7.3661	)		(15.3378	)		9.5091			(29.2688	)		(4.4842	)		2.8026
Net asset value, at September 30, 2011	$	26.0235		$	27.3055		$	86.9788		$	54.7242		$	25.7186		$	36.5674
Market value per Share, at June 30, 2011†	$	33.38		$	42.18		$	76.78		$	82.47		$	30.16		$	33.78
Market value per Share, at September 30, 2011†	$	25.67		$	27.09		$	87.34		$	51.84		$	25.75		$	36.60
Total Return, at net asset value^		(22.1	)%		(36.0	)%		12.3	%		(34.8	)%		(14.8	)%		8.3	%
Total Return, at market value^		(23.1	)%		(35.8	)%		13.8	%		(37.1	)%		(14.6	)%		8.3	%
Ratios to Average Net Assets**
Expense ratio		(0.95	)%		(0.97	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.92	)%		(0.95	)%		(0.93	)%		(0.93	)%		(0.93	)%		(0.93	)%

^^	See Note 1 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2011.

**	Percentages are annualized.

-137-

UltraShort ProShares

For the Three Months Ended September 30, 2011 (unaudited)


	UltraShort			UltraShort
	DJ-UBS			DJ-UBS			UltraShort			UltraShort			UltraShort			UltraShort
Per Share Operating Performance	Commodity			Crude Oil			Gold^^^			Silver^^			Euro			Yen^^
Net asset value, at June 30, 2011	$	48.3540		$	48.2805		$	95.7674		$	93.3691		$	16.7504		$	45.4035
Net investment income (loss)		(0.1099	)		(0.1226	)		(0.1659	)		(0.1613	)		(0.0410	)		(0.0979	)
Net realized and unrealized gain (loss)		10.6999			16.4505			(18.5273	)		(11.6350	)		2.5692			(3.9694	)
Change in net asset value from operations		10.5900			16.3279			(18.6932	)		(11.7963	)		2.5282			(4.0673	)
Net asset value, at September 30, 2011	$	58.9440		$	64.6084		$	77.0742		$	81.5728		$	19.2786		$	41.3362
Market value per Share, at June 30, 2011†	$	48.67		$	48.80		$	96.56		$	94.95		$	16.76		$	45.39
Market value per Share, at September 30, 2011†	$	59.30		$	65.25		$	76.68		$	85.55		$	19.28		$	41.34
Total Return, at net asset value^		21.9	%		33.8	%		(19.5	)%		(12.6	)%		15.1	%		(9.0	)%
Total Return, at market value^		21.8	%		33.7	%		(20.6	)%		(9.9	)%		15.0	%		(8.9	)%
Ratios to Average Net Assets**
Expense ratio		(0.95	)%		(0.98	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.93	)%		(0.96	)%		(0.93	)%		(0.92	)%		(0.93	)%		(0.92	)%

^^	See Note 1 of these Notes to Financial Statements.

^^^

See Note 10 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2011.

**	Percentages are annualized.

-138-

VIX ProShares

For the Three Months Ended September 30, 2011 (unaudited)


Per Share Operating Performance	VIX Short- Term Futures ETF			VIX Mid- Term Futures ETF
Net asset value, at June 30, 2011	$	45.4655		$	61.7574
Net investment income (loss)		(0.1298	)		(0.1479	)
Net realized and unrealized gain (loss)		70.2529			27.9623
Change in net asset value from operations		70.1231			27.8144
Net asset value, at September 30, 2011	$	115.5886		$	89.5718
Market value per Share, at June 30, 2011†	$	45.68		$	61.78
Market value per Share, at September 30, 2011†	$	114.52		$	89.46
Total Return, at net asset value^		154.2	%		45.0	%
Total Return, at market value^		150.7	%		44.8	%
Ratios to Average Net Assets**
Expense ratio		(0.85	)%		(0.85	)%
Expense ratio, excluding brokerage commissions		(0.85	)%		(0.85	)%
Net investment income (loss)		(0.83	)%		(0.83	)%

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2011.

**	Percentages are annualized.

-139-

Selected data for a Share outstanding throughout the nine months ended September 30, 2012:

Ultra ProShares

For the Nine Months Ended September 30, 2012 (unaudited)


Per Share Operating Performance	Ultra DJ- UBS Commodity			Ultra DJ- UBS Crude Oil			Ultra DJ- UBS Natural Gas^^			Ultra Gold			Ultra Silver			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2011	$	25.8805		$	40.8828		$	101.9786		$	75.9066		$	43.1903		$	23.8860		$	36.4704
Net investment income (loss)		(0.1730	)		(0.2383	)		(0.3818	)		(0.5744	)		(0.3212	)		(0.1590	)		(0.2275	)
Net realized and unrealized gain (loss)#		2.2945			(9.3330	)		(50.4539	)		21.8399			15.9289			(0.5184	)		(1.2471	)
Change in net asset value from operations		2.1215			(9.5713	)		(50.8357	)		21.2655			15.6077			(0.6774	)		(1.4746	)
Net asset value, at September 30, 2012	$	28.0020		$	31.3115		$	51.1429		$	97.1721		$	58.7980		$	23.2086		$	34.9958
Market value per Share, at December 31, 2011†	$	25.64		$	40.94		$	101.35		$	79.01		$	41.65		$	23.87		$	36.50
Market value per Share, at September 30, 2012†	$	27.71		$	31.21		$	51.09		$	96.92		$	58.35		$	23.18		$	35.28
Total Return, at net asset value^		8.2	%		(23.4	)%		(49.8	)%		28.0	%		36.1	%		(2.8	)%		(4.0	)%
Total Return, at market value^		8.1	%		(23.8	)%		(49.6	)%		22.7	%		40.1	%		(2.9	)%		(3.3	)%
Ratios to Average Net Assets**
Expense ratio		(0.95	)%		(0.97	)%		(1.22	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.90	)%		(0.92	)%		(1.16	)%		(0.89	)%		(0.90	)%		(0.90	)%		(0.89	)%

^^	See Note 1 of these Notes to Financial Statements.

#	The amount shown for a Share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-140-

UltraShort ProShares

For the Nine Months Ended September 30, 2012 (unaudited)


							UltraShort
	UltraShort			UltraShort			DJ-UBS
	DJ-UBS			DJ-UBS			Natural			UltraShort			UltraShort			UltraShort			UltraShort
Per Share Operating Performance	Commodity			Crude Oil			Gas^^			Gold^^^			Silver^^			Euro			Yen
Net asset value, at December 31, 2011	$	56.9207		$	38.8151		$	23.8053		$	82.7114		$	76.6771		$	20.3357		$	40.9557
Net investment income (loss)		(0.3723	)		(0.2633	)		(0.3525	)		(0.4577	)		(0.3822	)		(0.1373	)		(0.2877	)
Net realized and unrealized gain (loss) ^#		(8.5211	)		2.0472			(1.3157	)		(25.9310	)		(36.4190	)		(0.0715	)		0.6308
Change in net asset value from operations		(8.8934	)		1.7839			(1.6682	)		(26.3887	)		(36.8012	)		(0.2088	)		0.3431
Net asset value, at September 30, 2012	$	48.0273		$	40.5990		$	22.1371		$	56.3227		$	39.8759		$	20.1269		$	41.2988
Market value per Share, at December 31, 2011†	$	56.19		$	38.69		$	23.96		$	79.24		$	79.35		$	20.35		$	40.95
Market value per Share, at September 30, 2012†	$	48.25		$	40.72		$	22.14		$	56.48		$	40.14		$	20.12		$	41.33
Total Return, at net asset value^		(15.6	)%		4.6	%		(7.0	)%		(31.9	)%		(48.0	)%		(1.0	)%		0.8	%
Total Return, at market value^		(14.1	)%		5.2	%		(7.6	)%		(28.7	)%		(49.4	)%		(1.1	)%		0.9	%
Ratios to Average Net Assets**
Expense ratio		(0.95	)%		(0.98	)%		(1.43	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.90	)%		(0.92	)%		(1.39	)%		(0.90	)%		(0.90	)%		(0.90	)%		(0.89	)%

^^	See Note 1 of these Notes to Financial Statements.

^^^	See Note 10 of these Notes to Financial Statements.

#	The amount shown for a Share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-141-

New Currency and VIX ProShares

For the Nine Months Ended September 30, 2012 (unaudited)


Per Share Operating Performance	Ultra Australian Dollar+			UltraShort Australian Dollar+			Short Euro++			Ultra VIX Short- Term Futures ETF^^			VIX Short- Term Futures ETF			Short VIX Short- Term Futures ETF^^^			VIX Mid- Term Futures ETF
Net asset value, at December 31, 2011	$	40.0000		$	40.0000		$	40.0000		$	741.0464		$	76.3738		$	25.8664		$	74.1396
Net investment income (loss)		(0.0806	)		(0.0764	)		(0.0959	)		(1.0755	)		(0.1942	)		(0.6056	)		(0.3463	)
Net realized and unrealized gain (loss)		0.9723			(1.2223	)		(1.1805	)		(709.5806	)		(57.1763	)		42.7897			(32.2860	)
Change in net asset value from operations		0.8917			(1.2987	)		(1.2764	)		(710.6561	)		(57.3705	)		42.1841			(32.6323	)
Net asset value, at September 30, 2012	$	40.8917		$	38.7013		$	38.7236		$	30.3903		$	19.0033		$	68.0505		$	41.5073
Market value per Share, at December 31, 2011†	$	40.00		$	40.00		$	40.00		$	729.60		$	75.74		$	26.14		$	74.13
Market value per Share, at September 30, 2012†	$	40.90		$	38.62		$	38.64		$	30.92		$	19.22		$	67.37		$	41.66
Total Return, at net asset value^		2.2	%		(3.2	)%		(3.2	)%		(95.9	)%		(75.1	)%		163.1			(44.0	)%
Total Return, at market value^		2.3	%		(3.5	)%		(3.4	)%		(95.8	)%		(74.6	)%		157.7	%		(43.8	)%
Ratios to Average Net Assets**
Expense ratio		(1.02	)%		(1.03	)%		(0.97	)%		(1.74	)%		(0.85	)%		(1.88	)%		(0.85	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.85	)%		(0.95	)%		(0.85	)%
Net investment income (loss)		(0.94	)%		(0.95	)%		(0.91	)%		(1.71	)%		(0.80	)%		(1.82	)%		(0.81	)%

+	From commencement of operations, July 17, 2012, through September 30, 2012.

++	From commencement of operations, June 26, 2012, through September 30, 2012.

^^	See Note 1 of these Notes to Financial Statements.

^^^	See Note 10 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2012.

**	Percentages are annualized.

-142-

Selected data for a Share outstanding throughout the nine months ended September 30, 2011:

Ultra ProShares

For the Nine Months Ended September 30, 2011 (unaudited)


Per Share Operating Performance	Ultra DJ- UBS Commodity			Ultra DJ- UBS Crude Oil^^			Ultra Gold			Ultra Silver^^			Ultra Euro			Ultra Yen
Net asset value, at December 31, 2010	$	36.3723		$	50.0017		$	69.2163		$	78.1431		$	25.7644		$	33.4918
Net investment income (loss)		(0.2362	)		(0.2929	)		(0.5475	)		(0.6596	)		(0.1879	)		(0.2285	)
Net realized and unrealized gain (loss)		(10.1126	)		(22.4033	)		18.3100			(22.7593	)		0.1421			3.3041
Change in net asset value from operations		(10.3488	)		(22.6962	)		17.7625			(23.4189	)		(0.0458	)		3.0756
Net asset value, at September 30, 2011	$	26.0235		$	27.3055		$	86.9788		$	54.7242		$	25.7186		$	36.5674
Market value per Share, at December 31, 2010†	$	36.27		$	49.98		$	70.72		$	79.30		$	25.86		$	33.29
Market value per Share, at September 30, 2011†	$	25.67		$	27.09		$	87.34		$	51.84		$	25.75		$	36.60
Total Return, at net asset value^		(28.5	)%		(45.4	)%		25.7	%		(30.0	)%		(0.2	)%		9.2	%
Total Return, at market value^		(29.2	)%		(45.8	)%		23.5	%		(34.6	)%		(0.4	)%		9.9	%
Ratios to Average Net Assets**
Expense ratio		(0.95	)%		(0.98	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.88	)%		(0.92	)%		(0.89	)%		(0.89	)%		(0.88	)%		(0.89	)%

^^	See Note 1 of these Notes to Financial Statements.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2011.

**	Percentages are annualized.

-143-

UltraShort ProShares

For the Nine Months Ended September 30, 2011 (unaudited)


	UltraShort			UltraShort
	DJ-UBS			DJ-UBS			UltraShort			UltraShort			UltraShort			UltraShort
Per Share Operating Performance	Commodity^^			Crude Oil^^			Gold^^^			Silver^^			Euro			Yen^^
Net asset value, at December 31, 2010	$	47.9976		$	50.8516		$	113.4823		$	199.4634		$	20.2928		$	47.0232
Net investment income (loss)		(0.3164	)		(0.3197	)		(0.5841	)		(0.5663	)		(0.1185	)		(0.2982	)
Net realized and unrealized gain (loss)#		11.2628			14.0765			(35.8240	)		(117.3243	)		(0.8957	)		(5.3888	)
Change in net asset value from operations		10.9464			13.7568			(36.4081	)		(117.8906	)		(1.0142	)		(5.6870	)
Net asset value, at September 30, 2011	$	58.9440		$	64.6084		$	77.0742		$	81.5728		$	19.2786		$	41.3362
Market value per Share, at December 31, 2010†	$	48.30		$	50.85		$	111.20		$	196.40		$	20.31		$	47.01
Market value per Share, at September 30, 2011†	$	59.30		$	65.25		$	76.68		$	85.55		$	19.28		$	41.34
Total Return, at net asset value^		22.8	%		27.1	%		(32.1	)%		(59.1	)%		(5.0	)%		(12.1	)%
Total Return, at market value^		22.8	%		28.3	%		(31.0	)%		(56.4	)%		(5.1	)%		(12.1	)%
Ratios to Average Net Assets**
Expense ratio		(0.95	)%		(0.99	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Expense ratio, excluding brokerage commissions		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%		(0.95	)%
Net investment income (loss)		(0.92	)%		(0.92	)%		(0.89	)%		(0.90	)%		(0.89	)%		(0.88	)%

^^	See Note 1 of these Notes to Financial Statements.

^^^

See Note 10 of these Notes to Financial Statements.

#	The amount shown for a Share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2011.

**	Percentages are annualized.

-144-

VIX ProShares

For the Nine Months Ended September 30, 2011 (unaudited)


	VIX Short-			VIX Mid-
	Term			Term
Per Share Operating Performance	Futures ETF			Futures ETF
Net asset value, at December 31, 2010	$	80.0000		$	80.0000
Net investment income (loss)		(0.3405	)		(0.4058	)
Net realized and unrealized gain (loss)		35.9291			9.9776
Change in net asset value from operations		35.5886			9.5718
Net asset value, at September 30, 2011	$	115.5886		$	89.5718
Market value per Share, at December 31, 2010†	$	80.00		$	80.00
Market value per Share, at September 30, 2011†	$	114.52		$	89.46
Total Return, at net asset value^		44.5	%		12.0	%
Total Return, at market value^		43.2	%		11.8	%
Ratios to Average Net Assets**
Expense ratio		(0.85	)%		(0.85	)%
Expense ratio, excluding brokerage commissions		(0.85	)%		(0.85	)%
Net investment income (loss)		(0.80	)%		(0.80	)%

†	Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended September 30, 2011.

**	Percentages are annualized.

-145-

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 one day (as measured from NAV calculation time to NAV calculation time), and not for any other period. The return of a Geared Fund for a period longer than a day is the result of its return for each day compounded over the period and usually will differ from the multiple (2x), the inverse (-1x) or the inverse multiple (-2x) of the return of the Geared Fund’s benchmark for the period. A Fund will lose money if its index performance is flat over time, and it is possible for a Geared Fund to lose money over time even if the performance of its index increases (or decreases in the case of UltraShort or Short Funds), as a result of daily rebalancing, the benchmark’s volatility and compounding. Longer holding periods, higher index volatility and greater leverage each affect the impact of compounding on a Fund’s returns. Daily compounding of a Geared Fund’s investment returns can dramatically and adversely affect its longer-term performance during periods of high volatility. Volatility may be at least as important to a Geared Fund’s return for a period as the return of the Fund’s underlying index. The Matching VIX Funds and Managed Futures Funds seek to achieve their stated investment objective both over a single day and over time.

Each Ultra or 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 twice 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 an UltraShort Fund with a -2x multiple is designed to return twice 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 instruments held by a Fund, such as swaps, futures contracts and/or forward contracts, and the performance of the applicable underlying indices, commodities or currencies; (3) bid-ask spreads on such instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of derivatives and commission costs; (5) holding instruments traded in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; and (10) accounting standards.

A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially over- or under-exposed to the benchmark may prevent such Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions or extreme market volatility will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. Because of this, it is unlikely that the Geared Funds will be perfectly exposed (e.g., 2x or -2x) 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.

-146-

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 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.

Swap agreements and forward contracts are generally traded over the counter and are essentially unregulated by the CFTC. Investors, therefore, do not receive the protection of CFTC regulation or the statutory scheme of the CEA in connection with each Fund’s swap agreements or forward contracts. The lack of regulation in these markets could expose investors to significant losses under certain circumstances including in the event of trading abuses or financial failure by participants.

Unlike in futures contracts, the counterparty to swap agreements or forward contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, a Fund is subject to credit risk with respect to the amount it expects to receive from counterparties to swaps and forward contracts entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline.

The Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major global financial institutions.

Swaps or forward contracts are less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty.

If the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap agreement or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day.

Although the counterparty to a futures contract is often a clearing organization backed by a group of financial institutions, there may also be instances in which the counterparty could fail to perform its obligations, causing significant losses to a Fund.

Leverage Risk

The 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.

-147-

For example, because the Ultra and UltraShort Funds include a two times (2x) or two times the inverse (-2x) multiplier, a single-day movement in the relevant benchmark approaching 50% at any point in the day 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 one-day or intraday movements in the benchmark of an UltraShort Fund, even if the underlying benchmark maintains a level greater than zero at all times.

Liquidity Risk

Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.

“Contango” and “Backwardation” Risk

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in August 2012 may specify an October 2012 expiration. For an Ultra Fund and a Matching VIX Fund, as that contract nears expiration, it may be replaced by selling the October 2012 contract and purchasing the contract expiring in December 2012. This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically, the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the October 2012 contract would take place at a price that is higher than the price at which the December 2012 contract is purchased, thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods of backwardation, backwardation will likely not exist in these markets at all times. The presence of contango (where prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors) in certain futures contracts at the time of rolling would be expected to adversely affect an Ultra Fund or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund or an UltraShort Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Funds and UltraShort Funds, and positively affect the Ultra Funds and Matching VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

Gold and silver historically exhibit persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. It is 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.

-148-

NOTE 9—LEGAL PROCEEDINGS

The Trust and certain principals of the Sponsor have been named as defendants (along with several other parties) in a consolidated class action lawsuit filed in the United States District Court for the Southern District of New York, styled In re ProShares Trust Securities Litigation, Civ. No. 09-cv-6935 . The complaint, as amended, alleged that the defendants violated Sections 11 and 15 of the Securities Act of 1933 by including untrue statements of material fact and omitting material facts in the Registration Statement for one or more ProShares ETFs and allegedly failing to adequately disclose the Funds’ investment objectives and risks. The six Funds of the Trust named in the complaint were ProShares Ultra Silver, ProShares UltraShort Gold, ProShares Ultra Gold, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Crude Oil and ProShares UltraShort Silver. On September 10, 2012, the District Court issued an Opinion and Order dismissing the class action lawsuit in its entirety. On October 3, 2012, the plaintiffs filed a Notice of Appeal appealing the dismissal. The Trust believes the complaint is without merit and that the anticipated outcome will not adversely impact the operation of the Trust or any of its Funds. Accordingly, no loss contingency has been recorded in the balance sheet and the amount of loss, if any, cannot be reasonably estimated at this time.

NOTE 10—SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Trust’s and the Funds’ financial statements through the date the financial statements were issued. The subsequent events were as follows:

On September 20, 2012, the Trust announced a 2-for-1 split of the Shares of beneficial interest of ProShares Short VIX Short-Term Futures (NYSE Arca symbol “SVXY”). Prior to the opening of trading on the NYSE Arca on October 5, 2012, ProShares Short VIX Short-Term Futures executed a 2-for-1 split of Shares.

The split was effective for shareholders of record after the close of the markets on October 2, 2012, and payable after the close of the markets on October 4, 2012. The fund traded at its post-split price on October 5, 2012. The ticker symbol for the Fund did not change, and it continues to trade on the NYSE Arca.

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

On September 20, 2012, the Trust announced a 1-for-4 reverse split of the Shares of beneficial interest of ProShares UltraShort Gold (NYSE Arca symbol “GLL”). Prior to the opening of trading on the NYSE Arca on October 5, 2012, ProShares UltraShort Gold executed a 1-for-4 reverse split of Shares.

The reverse split was effective for shareholders of record after the close of the markets on October 4, 2012. The fund traded at its post-split price on October 5, 2012. The ticker symbol for the Fund did not change, and it continues to trade on the NYSE Arca.

The reverse split was applied retroactively for all periods presented, reducing the number of Shares outstanding for ProShares UltraShort Gold, and resulted in a proportionate increase in the price per Share and per Share information of ProShares UltraShort Gold. Therefore, the reverse split did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

-149-

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

The Trust has also registered Shares for thirty-two additional series: (i) ProShares Short DJ-UBS Natural Gas and ProShares Short Gold (each, a “Short Fund” and collectively, the “Short Funds”); (ii) ProShares UltraShort VIX Short-Term Futures ETF, ProShares Ultra VIX Mid-Term Futures ETF, ProShares Short VIX Mid-Term Futures ETF and ProShares UltraShort VIX Mid-Term Futures ETF (each, a “New Geared VIX Fund” and collectively, the “New Geared VIX Funds”); (iii) ProShares Managed Futures Strategy, ProShares Commodity Managed Futures Strategy and ProShares Financial Managed Futures Strategy (each, a “Managed Futures Fund” and collectively, the “Managed Futures Funds”); (iv) ProShares UltraPro Australian Dollar, ProShares Short Australian Dollar, ProShares UltraPro Short Australian Dollar, ProShares UltraPro Canadian Dollar, ProShares Ultra Canadian Dollar, ProShares Short Canadian Dollar, ProShares UltraShort Canadian Dollar, ProShares UltraPro Short Canadian Dollar, ProShares UltraPro Euro, ProShares UltraPro Short Euro, ProShares UltraPro Swiss Franc, ProShares Ultra Swiss Franc, ProShares Short Swiss Franc, ProShares UltraShort Swiss Franc, ProShares UltraPro Short Swiss Franc, ProShares UltraPro Yen, ProShares Short Yen and ProShares UltraPro Short Yen (each, a “New Currency Fund” and collectively, the “New Currency Funds”); and (v) ProShares UltraPro U.S. Dollar, ProShares Ultra U.S. Dollar, ProShares Short U.S. Dollar, ProShares UltraShort U.S. Dollar and ProShares UltraPro Short U.S. Dollar (each, a “Currency Index Fund” and collectively, the “Currency Index Funds”). The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in this Quarterly Report on Form 10-Q. The 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.

-150-

As of September 30, 2012, each of the Managed Futures Funds had seed capital, but none of the Managed Futures Funds had commenced investment operations; therefore, this Quarterly Report on Form 10-Q does not include Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity, Statements of Cash Flows, results of operations or any other financial information for the Managed Futures Funds.

The Trust had no operations prior to November 24, 2008 other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares at an aggregate purchase price of $350 in each of the following Funds: ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen.

Eight of the Funds, ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Euro, ProShares UltraShort Euro, ProShares Ultra Yen and ProShares UltraShort Yen, commenced trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares Ultra Gold, ProShares UltraShort Gold, ProShares Ultra Silver and ProShares UltraShort Silver, commenced trading on the NYSE Arca on December 3, 2008. Two of the Funds, ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF, commenced trading on the NYSE Arca on January 3, 2011. Two of the Funds, ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF, commenced trading on the NYSE Arca on October 3, 2011. Two of the Funds, ProShares Ultra DJ-UBS Natural Gas and ProShares UltraShort DJ-UBS Natural Gas, commenced trading on the NYSE Arca on October 4, 2011. One of the Funds, ProShares Short Euro, commenced trading on the NYSE Arca on June 26, 2012. Two of the Funds, ProShares Ultra Australian Dollar and ProShares UltraShort Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012. As of September 30, 2012, the Managed Futures Funds had not yet commenced trading.

ProShare Capital Management LLC serves as the Trust’s Sponsor (the “Sponsor”), commodity pool operator and commodity trading advisor. Wilmington Trust Company serves as the Trustee of the Trust (the “Trustee”). The Funds are commodity pools, as defined under the Commodity Exchange Act and the applicable regulations of the Commodity Futures Trading Commission (the “CFTC”) and are operated by the Sponsor, a commodity pool operator registered with the CFTC. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended.

Groups of Funds are collectively referred to in this Quarterly Report on Form 10-Q in several different ways. References to “Ultra Funds,” “Short Funds” or “UltraShort Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds,” “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories. References to “Managed Futures Funds” refer to the different Funds according to which index the Fund intends to gain exposure.

Each “Ultra” Fund seeks daily investment results (before fees and expenses) that correspond to twice (2x) the daily performance of its corresponding

-151-

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 twice the inverse (-2x) of the daily performance of its corresponding benchmark. Daily performance is measured from the calculation of one NAV to the next.

Each of the Geared Funds generally invests in Financial Instruments ( i.e. , commodity-based, currency-based or equity market volatility-based instruments whose value is derived from the value of an underlying asset, rate or index, including futures contracts and options on futures contracts, swap agreements, forward contracts and other commodity-based or currency-based options contracts) as a substitute for investing directly in commodities, currencies or equity market volatility products in order to gain exposure to the commodity index, currency benchmark, commodity, currency or to an equity market volatility index. Financial Instruments also are used to produce economically “leveraged” or “inverse” investment results for the Funds. Each Matching VIX Fund seeks daily investment results (before fees and expenses) that match the performance of a benchmark. Each Geared VIX Fund seeks daily investment results (before fees and expenses) that correspond to a multiple, the inverse or inverse multiple of the daily performance of a benchmark. Each VIX Fund intends to obtain exposure to its benchmark by investing in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”). The Managed Futures Funds will seek to provide investment results (before fees and expenses) that correspond to the performance of the S&P Dynamic Futures Index (“DFI”), the S&P Dynamic Commodities Futures Index (“DCFI”) or the S&P Dynamic Financial Futures Index (“DFFI”) (each a “Sub-Index” and collectively, the “Sub-Indexes”). Each Managed Futures Fund intends to obtain exposure to the Index or to a Sub-Index, as applicable, by investing primarily in unleveraged positions in U.S. exchange-traded futures contracts on sixteen different tangible commodities (the “Commodity Futures Contracts”) or futures contracts on eight different financials, such as major currencies and U.S. Treasury securities (the “Financial Futures Contracts” and together with the Commodity Futures Contracts, the “Index Components”).

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 2x, -1x 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 inverse investment results. Shareholders should actively monitor their investments. The Geared VIX Funds do not seek to achieve their stated objective over a period greater than one day. The Matching VIX Funds and the Managed Futures Funds seek to achieve their stated investment objective both over a single day and over time.

ProShares Ultra DJ-UBS Commodity, ProShares UltraShort DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas and ProShares UltraShort DJ-UBS Natural Gas each have a benchmark that is an index designed to track the performance of commodity futures contracts. 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.

Each Geared Fund and Managed Futures Fund continuously offers and redeems or will offer and redeem 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

-152-

Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

Liquidity and Capital Resources

In order to collateralize derivatives positions in indices, commodities or currencies, a significant portion of the net assets of each Fund is held in cash and/or U.S. Treasury Securities, agency securities, or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. dollars or the applicable foreign currency with respect to a Currency Fund). A portion of these investments may be posted as collateral in connection with swap agreements and each Fund’s trading in futures and forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three and nine months ended September 30, 2012 and 2011, each of the Funds earned interest income as follows:


Fund	Interest Income Three Months Ended September 30, 2012		Interest Income Three Months Ended September 30, 2011		Interest Income Nine Months Ended September 30, 2012		Interest Income Nine Months Ended September 30, 2011
ProShares Ultra DJ-UBS Commodity	$	1,472	$	993	$	3,401	$	10,264
ProShares UltraShort DJ-UBS Commodity		568		731		2,227		3,522
ProShares Ultra DJ-UBS Crude Oil		63,544		16,734		126,796		154,462
ProShares UltraShort DJ-UBS Crude Oil		19,218		5,491		49,995		67,925
ProShares Ultra DJ-UBS Natural Gas		9,896		—		18,894		—
ProShares UltraShort DJ-UBS Natural Gas		1,854		—		4,883		—
ProShares Ultra Gold		62,437		20,274		151,337		138,778
ProShares UltraShort Gold		21,407		6,156		52,562		50,183
ProShares Ultra Silver		136,002		54,294		313,266		413,210
ProShares UltraShort Silver		25,338		36,609		69,765		141,157
ProShares Ultra Australian Dollar		618		—		618		—
ProShares UltraShort Australian Dollar		586		—		586		—
ProShares Ultra Euro		975		511		2,550		4,353
ProShares Short Euro		641		—		641		—
ProShares UltraShort Euro		160,447		36,861		359,466		255,628
ProShares Ultra Yen		1,009		216		2,253		1,711
ProShares UltraShort Yen		41,475		23,905		104,677		176,008
ProShares Ultra VIX Short-Term Futures ETF		22,293		—		40,074		—
ProShares VIX Short-Term Futures ETF		21,142		1,884		47,219		11,821
ProShares Short VIX Short-Term Futures ETF		4,522		—		8,717		—
ProShares VIX Mid-Term Futures ETF		12,846		569		31,096		3,584

Each Fund’s underlying swaps, futures and forward contracts, as applicable, may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps and forward contracts are not traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

Entry into swap agreements or forward contracts may further impact liquidity because these contractual agreements are executed “off-exchange” between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

-153-

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).

Results of Operations for the Three Months Ended September 30, 2012 Compared to the Three Months Ended September 30, 2011

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	8,231,730		$	16,695,263
NAV end of period	$	8,400,978		$	11,710,948
Percentage change in NAV		2.1	%		(29.9	)%
Shares outstanding beginning of period		350,014			500,014
Shares outstanding end of period		300,014			450,014
Percentage change in Shares outstanding		(14.3	)%		(10.0	)%
Shares created		—			—
Shares redeemed		50,000			50,000
Per Share NAV beginning of period	$	23.52		$	33.39
Per Share NAV end of period	$	28.00		$	26.02
Percentage change in per Share NAV		19.1	%		(22.1	)%
Percentage change in benchmark		9.7	%		(11.3	)%
Benchmark annualized volatility		15.7	%		20.2	%

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. The increase in the Fund’s NAV was offset by a decrease from 350,014 outstanding Shares at June 30, 2012 to 300,014 outstanding Shares at September 30, 2012. By comparison, during the three months ended September 30, 2011, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. The decrease in the Fund’s NAV also resulted in part from a decrease from 500,014 outstanding Shares at June 30, 2011 to 450,014 outstanding Shares at September 30, 2011.

For the three months ended September 30, 2012 and 2011, 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 19.1% for the period ended September 30, 2012, as compared to the decrease of 22.1% for the period ended September 30, 2011, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 14, 2012 at $29.39 per Share and reached its low for the period on July 2, 2012 at $23.60 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on July 26, 2011 at $36.90 per Share and reached its low for the period on September 30, 2011 at $26.02 per Share.

-154-

The benchmark’s rise of 9.7% for the three months ended September 30, 2012, as compared to the benchmark’s decline of 11.3% for the three months ended September 30, 2011, can be attributed to appreciation of the underlying components of the index during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(19,548	)	$	(36,061	)
Management fee		21,020			37,054
Net realized gain (loss)		1,946,079			(1,050,593	)
Change in net unrealized appreciation/depreciation		(418,556	)		(2,077,012	)
Net income (loss)	$	1,507,975		$	(3,163,666	)

The Fund’s net income increased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to an increase in the Fund’s benchmark index from the three months ended September 30, 2011 to the three months ended September 30, 2012.

ProShares UltraShort DJ-UBS Commodity*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	3,543,535		$	29,495,769
NAV end of period	$	2,881,496		$	12,378,058
Percentage change in NAV		(18.7	)%		(58.0	)%
Shares outstanding beginning of period		59,997			609,997
Shares outstanding end of period		59,997			209,997
Percentage change in Shares outstanding		0.0	%		(65.6	)%
Shares created		—			—
Shares redeemed		—			400,000
Per Share NAV beginning of period	$	59.06		$	48.35
Per Share NAV end of period	$	48.03		$	58.94
Percentage change in per Share NAV		(18.7	)%		21.9	%
Percentage change in benchmark		9.7	%		(11.3	)%
Benchmark annualized volatility		15.7	%		20.2	%

During the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in outstanding Shares from June 30, 2012 to September 30, 2012. By comparison, during the three months ended September 30, 2011, the decrease in the Fund’s NAV resulted from a decrease from 609,997 outstanding Shares at June 30, 2011 to 209,997

-155-

outstanding Shares at September 30, 2011. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index.

For the three months ended September 30, 2012 and 2011, 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 18.7% for the three months ended September 30, 2012, as compared to the increase of 21.9% for the three months ended September 30, 2011, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 2, 2012 at $58.83 per Share and reached its low for the period on September 14, 2012 at $46.01 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 30, 2011 at $58.94 per Share and reached its low for the period on July 26, 2011 at $43.39 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(6,822	)	$	(31,685	)
Management fee		7,390			32,416
Net realized gain (loss)		(861,786	)		2,148,712
Change in net unrealized appreciation/depreciation		206,570			(1,248,416	)
Net income (loss)	$	(662,038	)	$	868,611

The Fund’s net income decreased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to an increase in the Fund’s benchmark index from the three months ended September 30, 2011 to the three months ended September 30, 2012.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort DJ-UBS Commodity Fund.

ProShares Ultra DJ-UBS Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	489,111,964		$	426,397,237
NAV end of period	$	381,973,929		$	380,889,526
Percentage change in NAV		(21.9	)%		(10.7	)%
Shares outstanding beginning of period		17,649,170			9,999,170
Shares outstanding end of period		12,199,170			13,949,170

-156-


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Percentage change in Shares outstanding		(30.9	)%		39.5	%
Shares created		3,400,000			10,900,000
Shares redeemed		8,850,000			6,950,000
Per Share NAV beginning of period	$	27.71		$	42.64
Per Share NAV end of period	$	31.31		$	27.31
Percentage change in per Share NAV		13.0	%		(36.0	)%
Percentage change in benchmark		7.3	%		(18.3	)%
Benchmark annualized volatility		25.5	%		38.5	%

During the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 17,649,170 outstanding Shares at June 30, 2012 to 12,199,170 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Sub-Index. By comparison, during the three months ended September 30, 2011, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Sub-Index. The decrease in the Fund’s NAV was offset by an increase from 9,999,170 outstanding Shares at June 30, 2011 to 13,949,170 outstanding Shares at September 30, 2011.

For the three months ended September 30, 2012 and 2011, 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 13.0% for the three months ended September 30, 2012, as compared to the decrease of 36.0% for the three months ended September 30, 2011, was primarily due to appreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 14, 2012 at $36.47 per Share and reached its low for the period on July 10, 2012 at $26.90 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on July 22, 2011 at $45.99 per Share and reached its low for the period on September 30, 2011 at $27.31 per Share.

The benchmark’s rise of 7.3% for the three months ended September 30, 2012, as compared to the benchmark’s decline of 18.3% for the three months ended September 30, 2011, can be attributed to an increase in the price of WTI Crude Oil during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(868,686	)	$	(964,691	)
Management fee		914,474			960,393
Brokerage commissions		17,756			21,032
Net realized gain (loss)		93,596,417			(87,767,836	)
Change in net unrealized appreciation/depreciation		(32,720,497	)		(45,561,944	)
Net income (loss)	$	60,007,234		$	(134,294,471	)

The Fund’s net income increased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to an increase in the price of WTI Crude Oil during the three months ended September 30, 2012.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra DJ-UBS Crude Oil Fund.

-157-

ProShares UltraShort DJ-UBS Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	82,211,941		$	160,288,442
NAV end of period	$	116,516,762		$	72,357,831
Percentage change in NAV		41.7	%		(54.9	)%
Shares outstanding beginning of period		1,669,944			3,319,944
Shares outstanding end of period		2,869,944			1,119,944
Percentage change in Shares outstanding		71.9	%		(66.3	)%
Shares created		1,650,000			950,000
Shares redeemed		450,000			3,150,000
Per Share NAV beginning of period	$	49.23		$	48.28
Per Share NAV end of period	$	40.60		$	64.61
Percentage change in per Share NAV		(17.5	)%		33.8	%
Percentage change in benchmark		7.3	%		(18.3	)%
Benchmark annualized volatility		25.5	%		38.5	%

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 1,669,944 outstanding Shares at June 30, 2012 to 2,869,944 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Sub-Index. By comparison, during the three months ended September 30, 2011, the decrease in the Fund’s NAV resulted from a decrease from 3,319,944 outstanding Shares at June 30, 2011 to 1,119,944 outstanding Shares at September 30, 2011. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Sub-Index.

For the three months ended September 30, 2012 and 2011, 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 17.5% for the three months ended September 30, 2012, as compared to the increase of 33.8% for the three months ended September 30, 2011, was primarily due to depreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 2, 2012 at $50.63 per Share and reached its low for the period on September 14, 2012 at $35.28 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on August 9, 2011 at $67.93 per Share and reached its low for the period on July 22, 2011 at $44.06 per Share.

-158-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(241,721	)	$	(239,496	)
Management fee		252,685			236,646
Brokerage commissions		8,254			8,341
Net realized gain (loss)		(24,453,770	)		40,873,422
Change in net unrealized appreciation/depreciation		10,035,131			2,326,282
Net income (loss)	$	(14,660,360	)	$	42,960,208

The Fund’s net income decreased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to an increase in the price of WTI Crude Oil during the three months ended September 30, 2012.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort DJ-UBS Crude Oil Fund.

ProShares Ultra DJ-UBS Natural Gas*

Since the Fund commenced investment operations on October 4, 2011, a comparison of the Fund’s results of operations for the three months ended September 30, 2011 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012:


	Three Months Ended September 30, 2012
NAV beginning of period	$	62,595,441
NAV end of period	$	67,505,640
Percentage change in NAV		7.8	%
Shares outstanding beginning of period		1,369,941
Shares outstanding end of period		1,319,941
Percentage change in Shares outstanding		(3.6	)%
Shares created		700,000
Shares redeemed		750,000
Per Share NAV beginning of period	$	45.69
Per Share NAV end of period	$	51.14
Percentage change in per Share NAV		11.9	%
Percentage change in benchmark		8.6	%
Benchmark annualized volatility		44.6	%

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Sub-index ^SM . The increase in the Fund’s NAV was offset by a decrease from 1,369,941 outstanding Shares at June 30, 2012 to 1,319,941 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period July 30, 2012 at $57.51 per Share and reached its low for the period on August 28, 2012 at $37.17 per Share.

The benchmark’s rise of 8.6% for the three months ended September 30, 2012, can be attributed to an increase in the price of Henry Hub Natural Gas during the three months ended September 30, 2012.

-159-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012:


	Three Months Ended September 30, 2012
Net investment income (loss)	$	(177,136	)
Management fee		137,754
Brokerage commissions		31,584
Offering costs		17,694
Net realized gain (loss)		20,880,467
Change in net unrealized appreciation/depreciation		(5,822,509	)
Net income (loss)	$	14,880,822

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra DJ-UBS Natural Gas Fund.

ProShares UltraShort DJ-UBS Natural Gas*

Since the Fund commenced investment operations on October 4, 2011, a comparison of the Fund’s results of operations for the three months ended September 30, 2011 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012:


	Three Months Ended September 30, 2012
NAV beginning of period	$	13,643,687
NAV end of period	$	13,282,921
Percentage change in NAV		(2.6	)%
Shares outstanding beginning of period		450,030
Shares outstanding end of period		600,030
Percentage change in Shares outstanding		33.3	%
Shares created		150,000
Shares redeemed		—
Per Share NAV beginning of period	$	30.32
Per Share NAV end of period	$	22.14
Percentage change in per Share NAV		(27.0	)%
Percentage change in benchmark		8.6	%
Benchmark annualized volatility		44.6	%

During the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Sub-index ^SM . The decrease in the Fund’s NAV was offset by an increase from 450,030 outstanding Shares at June 30, 2012 to 600,030 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period August 28, 2012 at $32.20 per Share and reached its low for the period on July 30, 2012 at $22.02 per Share.

The benchmark’s rise of 8.6% for the three months ended September 30, 2012, can be attributed to an increase in the price of Henry Hub Natural Gas during the three months ended September 30, 2012.

-160-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012:


	Three Months Ended September 30, 2012
Net investment income (loss)	$	(41,588	)
Management fee		14,762
Brokerage commissions		10,986
Offering costs		17,694
Net realized gain (loss)		(4,765,841	)
Change in net unrealized appreciation/depreciation		1,018,699
Net income (loss)	$	(3,788,730	)

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares UltraShort DJ-UBS Natural Gas Fund.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	331,012,682		$	282,765,412
NAV end of period	$	388,689,908		$	374,010,221
Percentage change in NAV		17.4	%		32.3	%
Shares outstanding beginning of period		4,150,014			3,650,014
Shares outstanding end of period		4,000,014			4,300,014
Percentage change in Shares outstanding		(3.6	)%		17.8	%
Shares created		100,000			900,000
Shares redeemed		250,000			250,000
Per Share NAV beginning of period	$	79.76		$	77.47
Per Share NAV end of period	$	97.17		$	86.98
Percentage change in per Share NAV		21.8	%		12.3	%
Percentage change in benchmark		11.1	%		7.6	%
Benchmark annualized volatility		14.8	%		30.0	%

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 4,150,014 outstanding Shares at June 30, 2012 to 4,000,014 outstanding Shares at September 30, 2012. By comparison, during the three months ended September 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 3,650,014 outstanding Shares at June 30, 2011 to 4,300,014 outstanding Shares at September 30, 2011. 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 gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London.

For the three months ended September 30, 2012 and 2011, 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 21.8% for the three months ended September 30, 2012, as compared to the increase of 12.3% for the three months ended September 30, 2011, was primarily due to the greater appreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

-161-

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period September 21, 2012 at $98.22 per Share and reached its low for the period on July 12, 2012 at $75.46 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 6, 2011 at $120.56 per Share and reached its low for the period on July 1, 2011 at $75.15 per Share.

The benchmark’s rise of 11.1% the three months ended September 30, 2012, as compared to the benchmark’s rise of 7.6% for the three months ended September 30, 2011, can be attributed to a greater increase in the price of spot gold in U.S. Dollar terms during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(762,841	)	$	(939,268	)
Management fee		825,270			958,522
Brokerage commissions		8			1,020
Net realized gain (loss)		23,190,233			4,796,540
Change in net unrealized appreciation/depreciation		47,323,358			23,303,771
Net income (loss)	$	69,750,750		$	27,161,043

The Fund’s net income increased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to a greater increase in the price of spot gold in U.S. Dollar terms during the three months ended September 30, 2012.

ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	129,376,591		$	95,525,554
NAV end of period	$	92,790,217		$	178,039,495
Percentage change in NAV		(28.3	)%		86.4	%
Shares outstanding beginning of period		1,822,475			997,475
Shares outstanding end of period		1,647,475			2,309,975
Percentage change in Shares outstanding		(9.6	)%		131.6	%
Shares created		—			1,725,000
Shares redeemed		175,000			412,500
Per Share NAV beginning of period	$	70.99		$	95.77
Per Share NAV end of period	$	56.32		$	77.07
Percentage change in per Share NAV		(20.7	)%		(19.5	)%
Percentage change in benchmark		11.1	%		7.6	%
Benchmark annualized volatility		14.8	%		30.0	%

During the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,822,475 outstanding Shares at June 30, 2012 to 1,647,475 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. By comparison, during the three

-162-

months ended September 30, 2011, the increase in the Fund’s NAV resulted from an increase from 997,475 outstanding Shares at June 30, 2011 to 2,309,975 outstanding Shares at September 30, 2011. 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 gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London.

For the three months ended September 30, 2012 and 2011, 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 20.7% for the three months ended September 30, 2012, as compared to the decrease of 19.5% for the three months ended September 30, 2011, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 12, 2012 at $74.67 per Share and reached its low for the period on September 21, 2012 at $55.89 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on July 1, 2011 at $98.61 per Share and reached its low for the period on September 6, 2011 at $58.07 per Share.

The benchmark’s rise of 11.1% for the three months ended September 30, 2012, as compared to the benchmark’s rise of 7.6% for the three months ended September 30, 2011, can be attributed to a greater increase in the price of spot gold in U.S. Dollar terms during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(256,499	)	$	(293,684	)
Management fee		277,898			299,227
Brokerage commissions		8			613
Net realized gain (loss)		(10,989,913	)		7,282,203
Change in net unrealized appreciation/depreciation		(13,887,666	)		(12,240,024	)
Net income (loss)	$	(25,134,078	)	$	(5,251,505	)

The Fund’s net income decreased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to a greater increase in the price of spot gold in U.S. Dollar terms during the three months ended September 30, 2012.

*	See Note 10 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Gold Fund.

ProShares Ultra Silver*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	661,009,190		$	881,928,826
NAV end of period	$	978,987,907		$	705,943,332
Percentage change in NAV		48.1	%		(20.0	%)
Shares outstanding beginning of period		17,850,028			10,500,028

-163-


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Shares outstanding end of period		16,650,028			12,900,028
Percentage change in Shares outstanding		(6.7	)%		22.9	%
Shares created		1,000,000			4,800,000
Shares redeemed		2,200,000			2,400,000
Per Share NAV beginning of period	$	37.03		$	83.99
Per Share NAV end of period	$	58.80		$	54.72
Percentage change in per Share NAV		58.8	%		(34.8	)%
Percentage change in benchmark		28.0	%		(13.1	)%
Benchmark annualized volatility		28.3	%		73.0	%

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 17,850,028 outstanding Shares at June 30, 2012 to 16,650,028 outstanding Shares at September 30, 2012. By comparison, during the three months ended September 30, 2011, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 10,500,028 outstanding Shares at June 30, 2011 to 12,900,028 outstanding Shares at September 30, 2011.

For the three months ended September 30, 2012 and 2011, 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 58.8% for the three months ended September 30, 2012, as compared to the decrease of 34.8% for the three months ended September 30, 2011, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 14, 2012 at $59.23 per Share and reached its low for the period on July 12, 2012 at $35.76 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on August 22, 2011 at $124.74 per Share and reached its low for the period on September 26, 2011 at $48.48 per Share.

The benchmark’s rise of 28.0% for the three months ended September 30, 2012, as compared to the benchmark’s decline of 13.1% for the three months ended September 30, 2011, can be attributed to an increase in the price of spot silver in U.S. Dollar terms during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(1,659,417	)	$	(2,371,209	)
Management fee		1,795,410			2,423,377
Brokerage commissions		9			2,126
Net realized gain (loss)		159,543,868			(350,312,420	)
Change in net unrealized appreciation/depreciation		205,654,329			84,424,890
Net income (loss)	$	363,538,780		$	(268,258,739	)

The Fund’s net income increased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to an increase in the price of spot silver in U.S. Dollar terms during the three months ended September 30, 2012.

*	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 Ultra Silver Fund.

-164-

ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	161,421,100		$	657,213,364
NAV end of period	$	125,947,671		$	533,394,247
Percentage change in NAV		(22.0	)%		(18.8	)%
Shares outstanding beginning of period		2,308,489			7,038,874
Shares outstanding end of period		3,158,489			6,538,874
Percentage change in Shares outstanding		36.8	%		(7.1	)%
Shares created		1,500,000			3,440,000
Shares redeemed		650,000			3,940,000
Per Share NAV beginning of period	$	69.93		$	93.37
Per Share NAV end of period	$	39.88		$	81.57
Percentage change in per Share NAV		(43.0	)%		(12.6	)%
Percentage change in benchmark		28.0	%		(13.1	)%
Benchmark annualized volatility		28.3	%		73.0	%

During the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 2,308,489 outstanding Shares at June 30, 2012 to 3,158,489 outstanding Shares at September 30, 2012. By comparison, during the three months ended September 30, 2011, the decrease in the Fund’s NAV resulted primarily from a decrease from 7,038,874 outstanding Shares at June 30, 2011 to 6,538,874 outstanding Shares at September 30, 2011. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

For the three months ended September 30, 2012 and 2011, 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 43.0% for the three months ended September 30, 2012, as compared to the decrease of 12.6% for the three months ended September 30, 2011, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 12, 2012 at $71.45 per Share and reached its low for the period on September 28, 2012 at $39.88 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 26, 2011 at $110.46 per Share and reached its low for the period on August 22, 2011 at $54.63 per Share.

-165-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(290,149	)	$	(1,293,605	)
Management fee		315,479			1,328,783
Brokerage commissions		8			1,431
Net realized gain (loss)		(30,585,422	)		184,560,838
Change in net unrealized appreciation/depreciation		(36,561,404	)		(217,251,319	)
Net income (loss)	$	(67,436,975	)	$	(33,984,086	)

The Fund’s net income decreased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to an increase in the price of spot silver in U.S. Dollar terms during the three months ended September 30, 2012 .

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares UltraShort Silver Fund.

ProShares Ultra Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the three months ended September 30, 2011 has not been provided. In addition, since the Fund commenced investment operations on July 17, 2012, the Fund’s results of operations for the period ended September 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund from commencement of operations to September 30, 2012:


	Period Ended September 30, 2012
NAV beginning of period	$	200
NAV end of period	$	4,089,373
Percentage change in NAV		2,044,586.5	%
Shares outstanding beginning of period		5
Shares outstanding end of period		100,005
Percentage change in Shares outstanding		2,000,000.0	%
Shares created		100,000
Shares redeemed		—
Per Share NAV beginning of period	$	40.00
Per Share NAV end of period	$	40.89
Percentage change in per Share NAV		2.2	%
Percentage change in benchmark		0.6	%
Benchmark annualized volatility		8.6	%

During the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 30, 2012 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

-166-

For the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

During the period ended September 30, 2012, the Fund’s per Share NAV reached its high for the period September 14, 2012 at $42.25 per Share and reached its low for the period on September 5, 2012 at $39.29 per Share.

The benchmark’s rise of 0.6% for the period ended September 30, 2012, can be attributed to an increase in the value of the Australian Dollar versus the U.S. Dollar during the period ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund from commencement of operations to September 30, 2012:


	Period Ended September 30, 2012
Net investment income (loss)	$	(7,953	)
Brokerage commission		556
Offering costs		8,537
Limitation by Sponsor		(522	)
Net realized gain (loss)		99,029
Change in net unrealized appreciation/depreciation		(1,903	)
Net income (loss)	$	89,173

ProShares UltraShort Australian Dollar

The following table provides summary performance information for the Fund from commencement of operations to September 30, 2012:


	Period Ended September 30, 2012
NAV beginning of period	$	200
NAV end of period	$	3,870,326
Percentage change in NAV		1,935,063.0	%
Shares outstanding beginning of period		5
Shares outstanding end of period		100,005
Percentage change in Shares outstanding		2,000,000.0	%
Shares created		100,000
Shares redeemed		—
Per Share NAV beginning of period	$	40.00
Per Share NAV end of period	$	38.70
Percentage change in per Share NAV		(3.2	)%
Percentage change in benchmark		0.6	%
Benchmark annualized volatility		8.6	%

During the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 30, 2012 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

-167-

For the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

During the period ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 5, 2012 at $40.44 per Share and reached its low for the period on September 14, 2012 at $37.52 per Share.

The benchmark’s rise of 0.6 % for the period ended September 30, 2012, can be attributed to a rise in the value of the Australian Dollar versus the U.S. Dollar during the period ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund from commencement of operations to September 30, 2012:


	Period Ended September 30, 2012
Net investment income (loss)	$	(7,544	)
Brokerage commission		605
Offering costs		8,537
Limitation by Sponsor		(1,012	)
Net realized gain (loss)		(123,487	)
Change in net unrealized appreciation/depreciation		1,157
Net income (loss)	$	(129,874	)

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	5,659,156		$	9,061,264
NAV end of period	$	5,802,471		$	7,715,933
Percentage change in NAV		2.5	%		(14.8	)%
Shares outstanding beginning of period		250,014			300,014
Shares outstanding end of period		250,014			300,014
Percentage change in Shares outstanding		0.0	%		0.0	%
Shares created		—			—
Shares redeemed		—			—
Per Share NAV beginning of period	$	22.64		$	30.20
Per Share NAV end of period	$	23.21		$	25.72
Percentage change in per Share NAV		2.5	%		(14.8	)%
Percentage change in benchmark		1.6	%		(7.6	)%
Benchmark annualized volatility		9.0	%		11.7	%

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2012 to September 30, 2012. By comparison, during the three months ended September 30, 2011, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2011 to September 30, 2011.

-168-

For the three months ended September 30, 2012 and 2011, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 2.5% for the three months ended September 30, 2012, as compared to the decrease of 14.8% for the three months ended September 30, 2011 was primarily due to an increase in the value of the assets held by the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period September 14, 2012 at $24.20 per Share and reached its low for the period on July 24, 2012 at $20.56 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on July 1, 2011 at $30.31 per Share and reached its low for the period on September 30, 2011 at $25.72 per Share.

The benchmark’s rise of 1.6% for the three months ended September 30, 2012, as compared to the benchmark’s decline of 7.6% for the three months ended September 30, 2011, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(12,208	)	$	(20,157	)
Management fee		13,183			20,668
Net realized gain (loss)		55,099			(3,200	)
Change in net unrealized appreciation/depreciation		100,424			(1,321,974	)
Net income (loss)	$	143,315		$	(1,345,331	)

The Fund’s net income increased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to an increase in the value of the Euro versus the U.S. Dollar during the three months ended September 30, 2012.

ProShares Short Euro

Since the Fund commenced investment operations on June 26, 2012, a comparison of the Fund’s results of operations for the three months ended September 30, 2011 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012:


	Period Ended September 30, 2012
NAV beginning of period	$	3,947,410
NAV end of period	$	3,872,555
Percentage change in NAV		(1.9	)%
Shares outstanding beginning of period		100,005
Shares outstanding end of period		100,005
Percentage change in Shares outstanding		0.0	%
Shares created		—
Shares redeemed		—
Per Share NAV beginning of period	$	39.47
Per Share NAV end of period	$	38.72
Percentage change in per Share NAV		(1.9	)%
Percentage change in benchmark		1.6	%
Benchmark annualized volatility		9.0	%

-169-

During the period ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from June 30, 2012 to September 30, 2012.

For the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark.

During the period ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $41.33 per Share and reached its low for the period on September 14, 2012 at $37.95 per Share.

The benchmark’s rise of 1.6% for the period ended September 30, 2012, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012:


	Three Months Ended September 30, 2012
Net investment income (loss)	$	(9,011	)
Brokerage commission		134
Offering costs		10,334
Limitation by Sponsor		(816	)
Net realized gain (loss)		(102,556	)
Change in net unrealized appreciation/depreciation		36,712
Net income (loss)	$	(74,855	)

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	896,915,348		$	632,327,167
NAV end of period	$	770,862,313		$	936,941,013
Percentage change in NAV		(14.1	)%		48.2	%
Shares outstanding beginning of period		42,900,014			37,750,014
Shares outstanding end of period		38,300,014			48,600,014
Percentage change in Shares outstanding		(10.7	)%		28.7	%
Shares created		1,750,000			17,550,000
Shares redeemed		6,350,000			6,700,000
Per Share NAV beginning of period	$	20.91		$	16.75
Per Share NAV end of period	$	20.13		$	19.28
Percentage change in per Share NAV		(3.7	)%		15.1	%
Percentage change in benchmark		1.6	%		(7.6	)%
Benchmark annualized volatility		9.0	%		11.7	%

-170-

During the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 42,900,014 outstanding Shares at June 30, 2012 to 38,300,014 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the three months ended September 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 37,750,014 outstanding Shares at June 30, 2011 to 48,600,014 outstanding Shares at September 30, 2011. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the three months ended September 30, 2012 and 2011, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.7% for the three months ended September 30, 2012, as compared to the per Share NAV increase of 15.1% for the three months ended September 30, 2011 was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $22.94 per Share and reached its low for the period on September 14, 2012 at $19.33 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 30, 2011 at $19.28 per Share and reached its low for the period on August 29, 2011 at $16.54 per Share.

The benchmark’s rise of 1.6% for the three months ended September 30, 2012, as compared to the benchmark’s decline of 7.6% for the three months ended September 30, 2011, can be attributed to a rise in the value of the Euro versus the U.S. Dollar during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(1,892,376	)	$	(1,691,141	)
Management fee		2,052,823			1,728,002
Net realized gain (loss)		(14,573,257	)		(11,049,248	)
Change in net unrealized appreciation/depreciation		(12,582,165	)		122,318,756
Net income (loss)	$	(29,047,798	)	$	109,578,367

The Fund’s net income decreased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to a rise in the value of the Euro versus the U.S. Dollar for the three months ended September 30, 2012.

-171-

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	5,024,268		$	3,376,952
NAV end of period	$	5,249,866		$	5,485,629
Percentage change in NAV		4.5	%		62.4	%
Shares outstanding beginning of period		150,014			100,014
Shares outstanding end of period		150,014			150,014
Percentage change in Shares outstanding		0.0	%		50.0	%
Shares created		—			50,000
Shares redeemed		—			—
Per Share NAV beginning of period	$	33.49		$	33.76
Per Share NAV end of period	$	35.00		$	36.57
Percentage change in per Share NAV		4.5	%		8.3	%
Percentage change in benchmark		2.5	%		4.4	%
Benchmark annualized volatility		6.1	%		8.9	%

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 June 30, 2012 to September 30, 2012. By comparison, during the three months ended September 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 100,014 outstanding Shares at June 30, 2011 to 150,014 outstanding Shares at September 30, 2011. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar.

For the three months ended September 30, 2012 and 2011, 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 4.5% for the three months ended September 30, 2012, as compared to the increase of 8.3% for the three months ended September 30, 2011, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 13, 2012 at $35.47 per Share and reached its low for the period on July 5, 2012 at $33.52 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 22, 2011 at $37.40 per Share and reached its low for the period on July 7, 2011 at $33.17 per Share.

The benchmark’s rise of 2.5% for the three months ended September 30, 2012, as compared to the benchmark’s rise of 4.4% for the three months ended September 30, 2011, can be attributed to a lesser increase in the value of the Japanese Yen versus the U.S. Dollar during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(11,359	)	$	(12,276	)
Management fee		12,368			12,492
Net realized gain (loss)		90,137			496,377
Change in net unrealized appreciation/depreciation		146,820			(71,571	)
Net income (loss)	$	225,598		$	412,530

-172-

The Fund’s net income decreased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to a lesser increase in the value of the Japanese Yen versus the U.S. Dollar during the three months ended September 30, 2012.

ProShares UltraShort Yen*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	230,703,599		$	356,417,645
NAV end of period	$	249,828,407		$	271,440,942
Percentage change in NAV		8.3	%		(23.8	)%
Shares outstanding beginning of period		5,299,294			7,850,004
Shares outstanding end of period		6,049,294			6,566,671
Percentage change in Shares outstanding		14.2	%		(16.3	)%
Shares created		1,450,000			—
Shares redeemed		700,000			1,283,333
Per Share NAV beginning of period	$	43.53		$	45.40
Per Share NAV end of period	$	41.30		$	41.34
Percentage change in per Share NAV		(5.1	)%		(9.0	)%
Percentage change in benchmark		2.5	%		4.4	%
Benchmark annualized volatility		6.1	%		8.9	%

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 5,299,294 outstanding Shares at June 30, 2012 to 6,049,294 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x 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 September 30, 2011, the decrease in the Fund’s NAV resulted primarily from a decrease from 7,850,004 outstanding Shares at June 30, 2011 to 6,566,671 outstanding Shares at September 30, 2011. 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 September 30, 2012 and 2011, 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 5.1% for the three months ended September 30, 2012, as compared to the decrease of 9.0% for the three months ended September 30, 2011 was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 5, 2012 at $43.48 per Share and reached its low for the period on September 13, 2012 at $40.82 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on July 7, 2011 at $46.20 per Share and reached its low for the period on September 22, 2011 at $40.45 per Share.

-173-

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(495,697	)	$	(701,439	)
Management fee		537,172			725,344
Net realized gain (loss)		(4,756,460	)		(34,105,281	)
Change in net unrealized appreciation/depreciation		(6,715,809	)		4,590,082
Net income (loss)	$	(11,967,966	)	$	(30,216,638	)

The Fund’s net income increased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to a lesser increase in the value of the Japanese Yen versus the U.S. Dollar during the three months ended September 30, 2012.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Yen Fund.

ProShares Ultra VIX Short-Term Futures ETF*

Since the Fund commenced investment operations on October 3, 2011, a comparison of the Fund’s results of operations for the three months ended September 30, 2011 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012:


	Three Months Ended September 30, 2012
NAV beginning of period	$	299,133,075
NAV end of period	$	193,256,492
Percentage change in NAV		(35.4	)%
Shares outstanding beginning of period		3,109,151
Shares outstanding end of period		6,359,151
Percentage change in Shares outstanding		104.5	%
Shares created		6,390,000
Shares redeemed		3,140,000
Per Share NAV beginning of period	$	96.21
Per Share NAV end of period	$	30.39
Percentage change in per Share NAV		(68.4	)%
Percentage change in benchmark		(40.6)	%
Benchmark annualized volatility		64.1	%

During the three months ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 3,109,151 outstanding Shares at June 30, 2012 to 6,359,151 outstanding Shares at September 30, 2012.

For the three months ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $92.00 per Share and reached its low for the period on September 24, 2012 at $28.85 per Share.

-174-

The benchmark’s decline of 40.6% for the three months ended September 30, 2012, can be attributed to decreasing prices of the near-term futures contracts on the VIX futures curve.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012:


	Three Months Ended September 30, 2012
Net investment income (loss)	$	(1,045,175	)
Management fee		586,150
Brokerage commissions		462,005
Offering costs		19,313
Net realized gain (loss)		(299,186,009	)
Change in net unrealized appreciation/depreciation		39,589,171
Net income (loss)	$	(260,642,013	)

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	137,638,067		$	46,602,361
NAV end of period	$	165,803,550		$	28,897,739
Percentage change in NAV		20.5	%		(38.0	)%
Shares outstanding beginning of period		4,300,005			1,025,005
Shares outstanding end of period		8,725,005			250,005
Percentage change in Shares outstanding		102.9	%		(75.6	)%
Shares created		11,225,000			2,250,000
Shares redeemed		6,800,000			3,025,000
Per Share NAV beginning of period	$	32.01		$	45.47
Per Share NAV end of period	$	19.00		$	115.59
Percentage change in per Share NAV		(40.6	)%		154.2	%
Percentage change in benchmark		(40.6	)%		157.3	%
Benchmark annualized volatility		64.1	%		97.2	%

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 4,300,005 outstanding Shares at June 30, 2012 to 8,725,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended September 30, 2011, the decrease in the Fund’s NAV resulted from a decrease from 1,025,005 outstanding Shares at June 30, 2011 to 250,005 outstanding Shares at September 30, 2011. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 30, 2012 and 2011, 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 40.6% for the three months ended September 30, 2012, as compared to the increase of 154.2% for the three months ended September 30, 2011, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

-175-

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $31.72 per Share and reached its low for the period on September 24, 2012 at $18.38 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 30, 2011 at $115.59 per Share and reached its low for the period on July 7, 2011 at $43.15 per Share.

The benchmark’s decline of 40.6% for the three months ended September 30, 2012, as compared to the benchmark’s rise of 157.3% for the three months ended September 30, 2011, can be attributed to declining prices of the near-term futures contracts on the VIX futures curve during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(293,913	)	$	(74,409	)
Management fee		315,055			26,672
Offering costs		—			49,621
Net realized gain (loss)		(85,612,284	)		24,351,300
Change in net unrealized appreciation/depreciation		13,016,490			7,991,692
Net income (loss)	$	(72,889,707	)	$	32,268,583

The Fund’s net income decreased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to the decline in the Fund’s benchmark during the three months ended September 30, 2012.

ProShares Short VIX Short-Term Futures ETF*

Since the Fund commenced investment operations on October 3, 2011, a comparison of the Fund’s results of operations for the three months ended September 30, 2011 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012:


	Three Months Ended September 30, 2012
NAV beginning of period	$	13,585,406
NAV end of period	$	54,441,724
Percentage change in NAV		300.7	%
Shares outstanding beginning of period		300,020
Shares outstanding end of period		800,020
Percentage change in Shares outstanding		166.7	%
Shares created		4,400,000
Shares redeemed		3,900,000
Per Share NAV beginning of period	$	45.28
Per Share NAV end of period	$	68.05
Percentage change in per Share NAV		50.3	%
Percentage change in benchmark		(40.6)	%
Benchmark annualized volatility		64.1	%

-176-

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 300,020 outstanding Shares at June 30, 2012 to 800,020 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 24, 2012 at $71.25 per Share and reached its low for the period on July 24, 2012 at $44.11 per Share.

The benchmark’s decline of 40.6% for the three months ended September 30, 2012, can be attributed to declining prices of the near-term futures contracts on the VIX Futures curve.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012:


	Three Months Ended September 30, 2012
Net investment income (loss)	$	(123,735	)
Management fee		37,125
Brokerage commissions		71,818
Offering costs		19,314
Net realized gain (loss)		10,270,631
Change in net unrealized appreciation/depreciation		(146,394	)
Net income (loss)	$	10,000,502

*	See Note 10 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 VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
NAV beginning of period	$	85,305,861		$	13,895,731
NAV end of period	$	100,655,318		$	13,436,216
Percentage change in NAV		18.0	%		(3.3	)%
Shares outstanding beginning of period		1,550,005			225,005
Shares outstanding end of period		2,425,005			150,005
Percentage change in Shares outstanding		56.5	%		(33.3	)%
Shares created		975,000			50,000
Shares redeemed		100,000			125,000
Per Share NAV beginning of period	$	55.04		$	61.76
Per Share NAV end of period	$	41.51		$	89.57
Percentage change in per Share NAV		(24.6	)%		45.0	%
Percentage change in benchmark		(24.4	)%		45.4	%
Benchmark annualized volatility		25.9	%		48.5	%

-177-

During the three months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 1,550,005 outstanding Shares at June 30, 2012 to 2,425,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. By comparison, during the three months ended September 30, 2011, the decrease in the Fund’s NAV resulted from a decrease from 225,005 outstanding Shares at June 30, 2011 to 150,005 outstanding Shares at September 30, 2011. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the three months ended September 30, 2012 and 2011, 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 24.6% for the three months ended September 30, 2012, as compared to the increase of 45.0% for the three months ended September 30, 2011, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended September 30, 2012.

During the three months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period July 2, 2012 at $53.90 per Share and reached its low for the period on September 27, 2012 at $41.30 per Share. By comparison, during the three months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 30, 2011 at $89.57 per Share and reached its low for the period on July 7, 2011 at $57.37 per Share.

The benchmark’s decline of 24.4% for the three months ended September 30, 2012, as compared to the benchmark’s rise of 45.4% for the three months ended September 30, 2011, can be attributed to a decline in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2012 and 2011:


	Three Months Ended September 30, 2012			Three Months Ended September 30, 2011
Net investment income (loss)	$	(189,842	)	$	(26,403	)
Offering costs		202,688			31,013
Limitation by Sponsor		—			(4,041	)
Net realized gain (loss)		(19,925,541	)		2,364,369
Change in net unrealized appreciation/depreciation		(7,588,632	)		2,243,166
Net income (loss)	$	(27,704,015	)	$	4,581,132

The Fund’s net income decreased for the three months ended September 30, 2012, as compared to the three months ended September 30, 2011, primarily due to a decline in the Fund’s benchmark during the three months ended September 30, 2012.

-178-

Results of Operations for the Nine Months Ended September 30, 2012 Compared to the Nine Months Ended September 30, 2011

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	9,058,529		$	18,186,658
NAV end of period	$	8,400,978		$	11,710,948
Percentage change in NAV		(7.3	)%		(35.6	)%
Shares outstanding beginning of period		350,014			500,014
Shares outstanding end of period		300,014			450,014
Percentage change in Shares outstanding		(14.3	)%		(10.0	%)
Shares created		—			50,000
Shares redeemed		50,000			100,000
Per Share NAV beginning of period	$	25.88		$	36.37
Per Share NAV end of period	$	28.00		$	26.02
Percentage change in per Share NAV		8.2	%		(28.5	)%
Percentage change in benchmark		5.6	%		(13.6	)%
Benchmark annualized volatility		14.8	%		18.4	%

During the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 350,014 outstanding Shares at December 31, 2011 to 300,014 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. By comparison, during the nine months ended September 30, 2011, the decrease in the Fund’s NAV resulted primarily from a decrease from 500,014 outstanding Shares at December 31, 2010 to 450,014 outstanding Shares at September 30, 2011. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index

For the nine months ended September 30, 2012 and 2011, 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 8.2% for the period ended September 30, 2012, as compared to the decrease of 28.5% for the period ended September 30, 2011, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 14, 2012 at $29.39 per Share and reached its low for the period on June 1, 2012 at $20.71 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on April 29, 2011 at $41.87 per Share and reached its low for the period on September 30, 2011 at $26.02 per Share.

The benchmark’s rise of 5.6% for the nine months ended September 30, 2012, as compared to the benchmark’s decline of 13.6% for the nine months ended September 30, 2011, can be attributed to an appreciation of the underlying components of the index during the nine months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(59,565	)	$	(121,339	)
Management fee		62,966			131,603
Net realized gain (loss)		(234,507	)		939,697
Change in net unrealized appreciation/depreciation		975,248			(5,646,187	)
Net income (loss)	$	681,176		$	(4,827,829	)

-179-

ProShares UltraShort DJ-UBS Commodity*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	9,107,146		$	1,440,073
NAV end of period	$	2,881,496		$	12,378,058
Percentage change in NAV		(68.4	)%		759.5	%
Shares outstanding beginning of period		159,997			30,003
Shares outstanding end of period		59,997			209,997
Percentage change in Shares outstanding		(62.5	)%		599.9	%
Shares created		—			1,780,000
Shares redeemed		100,000			1,600,006
Per Share NAV beginning of period	$	56.92		$	48.00
Per Share NAV end of period	$	48.03		$	58.94
Percentage change in per Share NAV		(15.6	)%		22.8	%
Percentage change in benchmark		5.6	%		(13.6	)%
Benchmark annualized volatility		14.8	%		18.4	%

During the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 159,997 outstanding Shares at December 31, 2011 to 59,997 Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. By comparison, during the nine months ended September 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 30,003 outstanding Shares at December 31, 2010 to 209,997 outstanding Shares at September 30, 2011. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index.

For the nine months ended September 30, 2012 and 2011, 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 15.6% for the nine months ended September 30, 2012, as compared to the increase of 22.8% for the nine months ended September 30, 2011, was primarily due to a depreciation in the value of the assets of the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on June 1, 2012 at $68.06 per Share and reached its low for the period on September 14, 2012 at $46.01 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 30, 2011 at $58.94 per Share and reached its low for the period on April 29, 2011 at $39.91 per Share.

-180-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(41,159	)	$	(107,931	)
Management fee		43,386			111,453
Net realized gain (loss)		653,203			(3,366,124	)
Change in net unrealized appreciation/depreciation		(684,049	)		1,168,483
Net income (loss)	$	(72,005	)	$	(2,305,572	)

The Fund’s net income increased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to an increase in the Fund’s benchmark index in conjunction with a significant decline in outstanding shares from the nine months ended September 30, 2011 to the nine months ended September 30, 2012.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort DJ-UBS Commodity Fund.

-181-

ProShares Ultra DJ-UBS Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	251,395,322		$	228,133,077
NAV end of period	$	381,973,929		$	380,889,526
Percentage change in NAV		51.9	%		67.0	%
Shares outstanding beginning of period		6,149,170			4,562,504
Shares outstanding end of period		12,199,170			13,949,170
Percentage change in Shares outstanding		98.4	%		205.7	%
Shares created		19,300,000			28,375,000
Shares redeemed		13,250,000			18,988,334
Per Share NAV beginning of period	$	40.88		$	50.00
Per Share NAV end of period	$	31.31		$	27.31
Percentage change in per Share NAV		(23.4	)%		(45.4	)%
Percentage change in benchmark		(9.8	)%		(22.3	)%
Benchmark annualized volatility		26.0	%		34.3	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 6,149,170 outstanding Shares at December 31, 2011 to 12,199,170 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Sub-Index. By comparison, during nine months ended September 30, 2011, the increase in the Fund’s NAV resulted from an increase from 4,562,504 outstanding Shares at December 31, 2010 to 13,949,170 outstanding Shares at September 30, 2011. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Sub-Index.

For the nine months ended September 30, 2012 and 2011, 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 23.4% for the nine months ended September 30, 2012, as compared to the decrease of 45.4% for the nine months ended September 30, 2011, was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 19, 2012 at $49.25 per Share and reached its low for the period on June 28, 2012 at $23.36 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on April 29, 2011 at $63.90 per Share and reached its low for the period on September 30, 2011 at $27.31 per Share.

The benchmark’s decline of 9.8% for the nine months ended September 30, 2012, as compared to the benchmark’s decline of 22.3% for the nine months ended September 30, 2011, can be attributed to a lesser decrease in the price of WTI Crude Oil during the nine months ended September 30, 2012.

-182-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(2,192,481	)	$	(2,337,960	)
Management fee		2,267,600			2,416,617
Brokerage commission		51,677			75,805
Net realized gain (loss)		(3,016,491	)		(13,416,979	)
Change in net unrealized appreciation/depreciation		(7,228,443	)		(74,873,291	)
Net income (loss)	$	(12,437,415	)	$	(90,628,230	)

The Fund’s net income increased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to a lesser decrease in the price of WTI Crude Oil during the nine months ended September 30, 2012.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra DJ-UBS Crude Oil Fund.

ProShares UltraShort DJ-UBS Crude Oil*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	144,389,893		$	132,214,257
NAV end of period	$	116,516,762		$	72,357,831
Percentage change in NAV		(19.3	)%		(45.3	)%
Shares outstanding beginning of period		3,719,944			2,600,003
Shares outstanding end of period		2,869,944			1,119,944
Percentage change in Shares outstanding		(22.8	)%		(56.9	)%
Shares created		5,250,000			8,030,000
Shares redeemed		6,100,000			9,510,059
Per Share NAV beginning of period	$	38.82		$	50.85
Per Share NAV end of period	$	40.60		$	64.61
Percentage change in per Share NAV		4.6	%		27.1	%
Percentage change in benchmark		(9.8	)%		(22.3	)%
Benchmark annualized volatility		26.0	%		34.3	%

During the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 3,719,944 outstanding Shares at December 31, 2011 to 2,869,944 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Sub-Index. By comparison, during the nine months ended September 30, 2011, the decrease in the Fund’s NAV resulted from a decrease from 2,600,003 outstanding Shares at December 31, 2010 to 1,119,944 outstanding Shares at September 30, 2011. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Sub-Index.

For the nine months ended September 30, 2012 and 2011, 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 4.6% for the nine months ended September 30, 2012, as compared to the increase of 27.1% for the nine months ended September 30, 2011, was primarily due to a lesser appreciation in the value of the assets of the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on June 28, 2012 at $60.49 per Share and reached its low for the period on February 24, 2012 at $31.27 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s NAV reached its high for the period on August 9, 2011 at $67.93 per Share and reached its low for the period on April 29, 2011 at $36.11 per Share.

-183-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(846,352	)	$	(908,915	)
Management fee		871,751			936,197
Brokerage commission		24,596			40,643
Net realized gain (loss)		26,048,369			58,477,447
Change in net unrealized appreciation/depreciation		4,449,263			18,005,467
Net income (loss)	$	29,651,280		$	75,573,999

The Fund’s net income decreased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to a lesser decrease in the price of WTI Crude Oil during the nine months ended September 30, 2012.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort DJ-UBS Crude Oil Fund.

ProShares Ultra DJ-UBS Natural Gas*

Since the Fund commenced investment operations on October 4, 2011, a comparison of the Fund’s results of operations for the nine months ended September 30, 2011 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012:


	Nine Months Ended September 30, 2012
NAV beginning of period	$	4,079,349
NAV end of period	$	67,505,640
Percentage change in NAV		1,554.8	%
Shares outstanding beginning of period		40,002
Shares outstanding end of period		1,319,941
Percentage change in Shares outstanding		3,199.7	%
Shares created		2,080,000
Shares redeemed		800,061
Per Share NAV beginning of period	$	101.98
Per Share NAV end of period	$	51.14
Percentage change in per Share NAV		(49.8	)%
Percentage change in benchmark		(21.9	)%
Benchmark annualized volatility		49.5	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 40,002 outstanding Shares at December 31, 2011 to 1,319,941 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Sub-index ^SM .

For the nine months ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

-184-

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 4, 2012 at $109.49 per Share and reached its low for the period on April 19, 2012 at $29.42 per Share.

The benchmark’s decline of 21.9% for the nine months ended September 30, 2012, can be attributed to a decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012:


	Nine Months Ended September 30, 2012
Net investment income (loss)	$	(396,107	)
Management fee		260,956
Brokerage commission		90,703
Offering costs		63,342
Net realized gain (loss)		(5,781,054	)
Change in net unrealized appreciation/depreciation		13,596,155
Net income (loss)	$	7,418,994

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra DJ-UBS Natural Gas Fund.

ProShares UltraShort DJ-UBS Natural Gas*

Since the Fund commenced investment operations on October 4, 2011, a comparison of the Fund’s results of operations for the nine months ended September 30, 2011 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012:


	Nine Months Ended September 30, 2012
NAV beginning of period	$	7,142,310
NAV end of period	$	13,282,921
Percentage change in NAV		86.0	%
Shares outstanding beginning of period		300,030
Shares outstanding end of period		600,030
Percentage change in Shares outstanding		100.0	%
Shares created		850,000
Shares redeemed		550,000
Per Share NAV beginning of period	$	23.81
Per Share NAV end of period	$	22.14
Percentage change in per Share NAV		(7.0	)%
Percentage change in benchmark		(21.9	)%
Benchmark annualized volatility		49.5	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 300,030 outstanding Shares at December 31, 2011 to 600,030 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Sub-index ^SM .

For the nine months ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

-185-

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period April 19, 2012 at $61.42 per Share and reached its low for the period on July 30, 2012 at $22.02 per Share.

The benchmark’s decline of 21.9% for the nine months ended September 30, 2012, can be attributed to a decrease in the price of Henry Hub Natural Gas during the nine months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012:


	Nine Months Ended September 30, 2012
Net investment income (loss)	$	(150,656	)
Management fee		39,735
Brokerage commission		52,462
Offering costs		63,342
Net realized gain (loss)		1,537,175
Change in net unrealized appreciation/depreciation		(4,182,367	)
Net income (loss)	$	(2,795,848	)

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares UltraShort DJ-UBS Natural Gas Fund.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	326,399,360		$	259,562,075
NAV end of period	$	388,689,908		$	374,010,221
Percentage change in NAV		19.1	%		44.1	%
Shares outstanding beginning of period		4,300,014			3,750,014
Shares outstanding end of period		4,000,014			4,300,014
Percentage change in Shares outstanding		(7.0	)%		14.7	%
Shares created		500,000			1,250,000
Shares redeemed		800,000			700,000
Per Share NAV beginning of period	$	75.91		$	69.22
Per Share NAV end of period	$	97.17		$	86.98
Percentage change in per Share NAV		28.0	%		25.7	%
Percentage change in benchmark		16.0	%		15.3	%
Benchmark annualized volatility		18.1	%		20.5	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 4,300,014 outstanding Shares at December 31, 2011 to 4,000,014 outstanding Shares at September 30, 2012. By comparison, during the nine months ended September 30, 2011, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. The increase in the Fund’s NAV also resulted from an increase from 3,750,014 outstanding Shares at December 31, 2010 to 4,300,014 outstanding Shares at September 30, 2011.

-186-

For the nine months ended September 30, 2012 and 2011, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 28.0% for the nine months ended September 30, 2012, as compared to the increase of 25.7% for the nine months ended September 30, 2011, was primarily due to a greater appreciation in the value of the assets of the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on February 28, 2012 at $101.40 per Share and reached its low for the period on May 30, 2012 at $74.51 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 6, 2011 at $120.56 per Share and reached its low for the period on January 28, 2011 at $60.68 per Share.

The benchmark’s rise of 16.0% for the nine months ended September 30, 2012, as compared to the benchmark’s rise of 15.3% for the nine months ended September 30, 2011, can be attributed to a greater increase in the price of spot gold in U.S. Dollar terms during the nine months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(2,395,141	)	$	(2,031,008	)
Management fee		2,546,445			2,166,956
Brokerage commission		33			2,830
Net realized gain (loss)		(27,070,473	)		55,429,164
Change in net unrealized appreciation/depreciation		111,573,251			(623,541	)
Net income (loss)	$	82,107,637		$	52,774,615

The Fund’s net income increased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to a greater increase in the price of spot gold in U.S. Dollar terms during the nine months ended September 30, 2012.

ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	198,298,571		$	77,732,507
NAV end of period	$	92,790,217		$	178,039,495
Percentage change in NAV		(53.2	)%		129.0	%
Shares outstanding beginning of period		2,397,475			684,975
Shares outstanding end of period		1,647,475			2,309,975
Percentage change in Shares outstanding		(31.3	)%		237.2	%
Shares created		—			2,225,000
Shares redeemed		750,000			600,000
Per Share NAV beginning of period	$	82.71		$	113.48
Per Share NAV end of period	$	56.32		$	77.07
Percentage change in per Share NAV		(31.9	)%		(32.1	)%
Percentage change in benchmark		16.0	%		15.3	%
Benchmark annualized volatility		18.1	%		20.5	%

-187-

During the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,397,475 outstanding Shares at December 31, 2011 to 1,647,475 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. By comparison, during the nine months ended September 30, 2011, the increase in the Fund’s NAV resulted from an increase from 684,975 outstanding Shares at December 31, 2010 to 2,309,975 outstanding Shares at September 30, 2011. 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 gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London.

For the nine months ended September 30, 2012 and 2011, 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 31.9% for the nine months ended September 30, 2012, as compared to the decrease of 32.1% for the nine months ended September 30, 2011, was primarily due to depreciation in the value of the assets of the Fund in conjunction with significant fluctuations in outstanding shares during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on May 30, 2012 at $77.48 per Share and reached its low for the period on September 21, 2012 at $55.89 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on January 28, 2011 at $128.39 per Share and reached its low for the period on September 6, 2011 at $58.07 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(902,170	)	$	(682,151	)
Management fee		954,699			729,868
Brokerage commission		33			2,466
Net realized gain (loss)		(9,276,818	)		(16,106,587	)
Change in net unrealized appreciation/depreciation		(42,564,515	)		(4,468,775	)
Net income (loss)	$	(52,743,503	)	$	(21,257,513	)

The Fund’s net income decreased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to a greater increase in the price of spot gold in U.S. Dollar terms during the nine months ended September 30, 2012.

*	See Note 10 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Gold Fund.

-188-

ProShares Ultra Silver*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	606,824,420		$	547,003,919
NAV end of period	$	978,987,907		$	705,943,332
Percentage change in NAV		61.3	%		29.1	%
Shares outstanding beginning of period		14,050,028			7,000,028
Shares outstanding end of period		16,650,028			12,900,028
Percentage change in Shares outstanding		18.5	%		84.3	%
Shares created		6,800,000			12,200,000
Shares redeemed		4,200,000			6,300,000
Per Share NAV beginning of period	$	43.19		$	78.14
Per Share NAV end of period	$	58.80		$	54.72
Percentage change in per Share NAV		36.1	%		(30.0	)%
Percentage change in benchmark		23.0	%		(0.6	)%
Benchmark annualized volatility		31.0	%		63.8	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 14,050,028 outstanding Shares at December 31, 2011 to 16,650,028 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the nine months ended September 30, 2011, the increase in the Fund’s NAV resulted from an increase from 7,000,028 outstanding Shares at December 31, 2010 to 12,900,028 outstanding Shares at September 30, 2011. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

For the nine months ended September 30, 2012 and 2011, 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 36.1% for the nine months ended September 30, 2012, as compared to the decrease of 30.0% for the nine months ended September 30, 2011, was primarily due to an appreciation in the value of the assets of the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on February 29, 2012 at $73.52 per Share and reached its low for the period on July 12, 2012 at $35.76 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on April 28, 2011 at $184.61 per Share and reached its low for the period on September 26, 2011 at $48.48 per Share.

The benchmark’s rise of 23.0% for the nine months ended September 30, 2012, as compared to the benchmark’s decline of 0.6% for the nine months ended September 30, 2011, can be attributed to an increase in the price of spot silver in U.S. Dollar terms during the nine months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(5,103,531	)	$	(6,124,890	)
Management fee		5,416,759			6,530,746
Brokerage commission		38			7,354
Net realized gain (loss)		(51,740,204	)		(283,259,673	)
Change in net unrealized appreciation/depreciation		269,727,476			4,445,205
Net income (loss)	$	212,883,741		$	(284,939,358	)

-189-

The Fund’s net income increased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to an increase in the price of spot silver in U.S. Dollar terms during the nine months ended September 30, 2012.

*	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 Ultra Silver Fund.

ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	246,813,921		$	99,032,781
NAV end of period	$	125,947,671		$	533,394,247
Percentage change in NAV		(49.0	)%		438.6	%
Shares outstanding beginning of period		3,218,874			496,496
Shares outstanding end of period		3,158,489			6,538,874
Percentage change in Shares outstanding		(1.9	)%		1,217.0	%
Shares created		5,660,000			12,577,500
Shares redeemed		5,720,385			6,535,122
Per Share NAV beginning of period	$	76.68		$	199.46
Per Share NAV end of period	$	39.88		$	81.57
Percentage change in per Share NAV		(48.0	)%		(59.1	)%
Percentage change in benchmark		23.0	%		(0.6	)%
Benchmark annualized volatility		31.0	%		63.8	%

During the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 3,218,874 outstanding Shares at December 31, 2011 to 3,158,489 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the nine months ended September 30, 2011, the increase in the Fund’s NAV resulted from an increase from 496,496 outstanding Shares at December 31, 2010 to 6,538,874 outstanding Shares at September 30, 2011. 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 U.S. Dollar fixing price for delivery in London.

For the nine months ended September 30, 2012 and 2011, 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 48.0% for the nine months ended September 30, 2012, as compared to the decrease of 59.1% for the nine months ended September 30, 2011 was primarily due to a lesser depreciation in the value of the assets of the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $73.38 per Share and reached its low for the period on September 28, 2012 at $39.88 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on January 25, 2011 at $255.54 per Share and reached its low for the period on August 22, 2011 at $54.63 per Share.

-190-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(1,149,341	)	$	(2,674,603	)
Management fee		1,219,073			2,812,042
Brokerage commission		33			3,718
Net realized gain (loss)		(27,207,003	)		132,218,978
Change in net unrealized appreciation/depreciation		(57,610,147	)		(190,241,523	)
Net income (loss)	$	(85,966,491	)	$	(60,697,148	)

The Fund’s net income decreased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to an increase in the price of spot silver in U.S. Dollar terms during the nine months ended September 30, 2012.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares UltraShort Silver Fund.

ProShares Ultra Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the nine months ended September 30, 2011 has not been provided. In addition, since the Fund commenced investment operations on July 17, 2012, the Fund’s results of operations for the period ended September 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund from commencement of operations to September 30, 2012:


	Period Ended September 30, 2012
NAV beginning of period	$	200
NAV end of period	$	4,089,373
Percentage change in NAV		2,044,586.5	%
Shares outstanding beginning of period		5
Shares outstanding end of period		100,005
Percentage change in Shares outstanding		2,000,000.0	%
Shares created		100,000
Shares redeemed		—
Per Share NAV beginning of period	$	40.00
Per Share NAV end of period	$	40.89
Percentage change in per Share NAV		2.2	%
Percentage change in benchmark		0.6	%
Benchmark annualized volatility		8.6	%

During the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at December 31, 2011 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

-191-

For the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

Net Income/Loss

The following table provides summary income information for the Fund from commencement of operations to September 30, 2012:


	Period Ended September 30, 2012
Net investment income (loss)	$	(7,953	)
Brokerage commission		556
Offering costs		8,537
Limitation by Sponsor		(522	)
Net realized gain (loss)		99,029
Change in net unrealized appreciation/depreciation		(1,903	)
Net income (loss)	$	89,173

ProShares UltraShort Australian Dollar

The following table provides summary performance information for the Fund from commencement of operations to September 30, 2012:


	Period Ended September 30, 2012
NAV beginning of period	$	200
NAV end of period	$	3,870,326
Percentage change in NAV		1,935,063.0	%
Shares outstanding beginning of period		5
Shares outstanding end of period		100,005
Percentage change in Shares outstanding		2,000,000.0	%
Shares created		100,000
Shares redeemed		—
Per Share NAV beginning of period	$	40.00
Per Share NAV end of period	$	38.70
Percentage change in per Share NAV		(3.2	)%
Percentage change in benchmark		0.6	%
Benchmark annualized volatility		8.6	%

During the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at December 31, 2011 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

-192-

For the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

Net Income/Loss

The following table provides summary income information for the Fund from commencement of operations to September 30, 2012:


	Nine Months Ended September 30, 2012
Net investment income (loss)	$	(7,544	)
Brokerage commission		605
Offering costs		8,537
Limitation by Sponsor		(1,012	)
Net realized gain (loss)		(123,487	)
Change in net unrealized appreciation/depreciation		1,157
Net income (loss)	$	(129,874	)

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	9,554,748		$	7,729,684
NAV end of period	$	5,802,471		$	7,715,933
Percentage change in NAV		(39.3	)%		(0.2	)%
Shares outstanding beginning of period		400,014			300,014
Shares outstanding end of period		250,014			300,014
Percentage change in Shares outstanding		(37.5	)%		0.0	%
Shares created		50,000			—
Shares redeemed		200,000			—
Per Share NAV beginning of period	$	23.89		$	25.76
Per Share NAV end of period	$	23.21		$	25.72
Percentage change in per Share NAV		(2.8	)%		(0.2	)%
Percentage change in benchmark		(0.7)	%		0.2	%
Benchmark annualized volatility		8.9	%		11.2	%

During the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 400,014 outstanding Shares at December 31, 2011 to 250,014 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the nine months ended September 30, 2011, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2010 to September 30, 2011.

-193-

For the nine months ended September 30, 2012 and 2011, 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 2.8% for the nine months ended September 30, 2012, as compared to the decrease of 0.2% for the nine months ended September 30, 2011 was primarily due to a greater decrease in the value of the assets held by the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on February 24, 2012 at $25.78 per Share and reached its low for the period on July 24, 2012 at $20.56 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on May 3, 2011 at $31.63 per Share and reached its low for the period on January 7, 2011 at $24.01 per Share.

The benchmark’s decline of 0.7% for the nine months ended September 30, 2012, as compared to the benchmark’s rise of 0.2% for the nine months ended September 30, 2011, can be attributed to a decrease in the value of the Euro versus the U.S. Dollar during the nine months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(49,451	)	$	(56,375	)
Management fee		52,001			60,728
Net realized gain (loss)		(811,656	)		1,603,907
Change in net unrealized appreciation/depreciation		741,030			(1,561,283	)
Net income (loss)	$	(120,077	)	$	(13,751	)

The Fund’s net income decreased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to a decline in the value of the Euro versus the U.S. Dollar during the nine months ended September 30, 2012.

ProShares Short Euro

Since the Fund commenced investment operations on June 26, 2012, a comparison of the Fund’s results of operations for the nine months ended September 30, 2011 has not been provided. In addition, since the Fund commenced investment operations on June 26, 2012, the Fund’s results of operations for the period ended September 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund from commencement of operations to September 30, 2012:


	Period Ended September 30, 2012
NAV beginning of period	$	200
NAV end of period	$	3,872,555
Percentage change in NAV		1,936,177.5	%
Shares outstanding beginning of period		5
Shares outstanding end of period		100,005
Percentage change in Shares outstanding		2,000,000.0	%
Shares created		100,000
Shares redeemed		—
Per Share NAV beginning of period	$	40.00
Per Share NAV end of period	$	38.72
Percentage change in per Share NAV		(3.2	)%
Percentage change in benchmark		2.9	%
Benchmark annualized volatility		9.4	%

-194-

During the period ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 26, 2012 to 100,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the period ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark.

The benchmark’s rise of 2.9% for the period ended September 30, 2012, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the period ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund from commencement of operations to September 30, 2012:


	Period Ended September 30, 2012
Net investment income (loss)	$	(9,488	)
Brokerage commissions		197
Offering costs		10,896
Limitation by Sponsor		(964	)
Net realized gain (loss)		(104,556	)
Change in net unrealized appreciation/depreciation		(13,601	)
Net income (loss)	$	(127,645	)

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	1,100,159,546		$	444,412,995
NAV end of period	$	770,862,313		$	936,941,013
Percentage change in NAV		(29.9	)%		110.8	%
Shares outstanding beginning of period		54,100,014			21,900,014
Shares outstanding end of period		38,300,014			48,600,014
Percentage change in Shares outstanding		(29.2	)%		121.9	%
Shares created		12,100,000			37,600,000
Shares redeemed		27,900,000			10,900,000
Per Share NAV beginning of period	$	20.34		$	20.29
Per Share NAV end of period	$	20.13		$	19.28
Percentage change in per Share NAV		(1.0	)%		(5.0	)%
Percentage change in benchmark		(0.7)	%		0.2	%
Benchmark annualized volatility		8.9	%		11.2	%

-195-

During the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 54,100,014 outstanding Shares at December 31, 2011 to 38,300,014 outstanding Shares at September 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the nine months ended September 30, 2011, the increase in the Fund’s NAV resulted from an increase from 21,900,014 outstanding Shares at December 31, 2010 to 48,600,014 outstanding Shares at September 30, 2011. 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 spot price of the Euro versus the U.S. Dollar.

For the nine months ended September 30, 2012 and 2011, 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 1.0% for the nine months ended September 30, 2012, as compared to the per Share NAV decrease of 5.0% for the nine months ended September 30, 2011 was primarily due to a relatively lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on July 24, 2012 at $22.94 per Share and reached its low for the period on February 24, 2012 at $18.67 per Share. By comparison, during the six September 30, 2011, the Fund’s per Share NAV reached its high for the period on January 7, 2011 at $21.74 per Share and reached its low for the period on May 3, 2011 at $16.22 per Share.

The benchmark’s decline of 0.7% for the nine months ended September 30, 2012, as compared to the benchmark’s rise of 0.2% for the nine months ended September 30, 2011, can be attributed to a decline in the value of the Euro versus the U.S. Dollar during the nine months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(5,986,513	)	$	(3,593,051	)
Management fee		6,345,979			3,848,679
Net realized gain (loss)		106,380,408			(112,480,023	)
Change in net unrealized appreciation/depreciation		(102,555,076	)		132,937,415
Net income (loss)	$	(2,161,181	)	$	16,864,341

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	5,471,075		$	5,024,240
NAV end of period	$	5,249,866		$	5,485,629
Percentage change in NAV		(4.0	)%		9.2	%
Shares outstanding beginning of period		150,014			150,014
Shares outstanding end of period		150,014			150,014
Percentage change in Shares outstanding		0.0	%		0.0	%

-196-


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Shares created		—			50,000
Shares redeemed		—			50,000
Per Share NAV beginning of period	$	36.47		$	33.49
Per Share NAV end of period	$	35.00		$	36.57
Percentage change in per Share NAV		(4.0	)%		9.2	%
Percentage change in benchmark		(1.4)	%		5.3	%
Benchmark annualized volatility		7.8	%		9.0	%

During the nine months ended September 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2011 to September 30, 2012. By comparison, during the nine months ended September 30, 2011, 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, 2010 to September 30, 2011.

For the nine months ended September 30, 2012 and 2011, 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 4.0% for the nine months ended September 30, 2012, as compared to the increase of 9.2% for the nine months ended September 30, 2011, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on February 2, 2012 at $37.15 per Share and reached its low for the period on March 14, 2012 at $30.68 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 22, 2011 at $37.40 per Share and reached its low for the period on April 6, 2011 at $30.09 per Share.

The benchmark’s decline of 1.4% for the nine months ended September 30, 2012, as compared to the benchmark’s rise of 5.3% for the nine months ended September 30, 2011, can be attributed to a decline in the value of the Japanese Yen versus the U.S. Dollar during the nine months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(34,134	)	$	(26,698	)
Management fee		36,387			28,409
Net realized gain (loss)		(131,031	)		722,576
Change in net unrealized appreciation/depreciation		(56,044	)		(337,047	)
Net income (loss)	$	(221,209	)	$	358,831

The Fund’s net income decreased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to a decrease in the value of the Japanese Yen versus the U.S. Dollar during the nine months ended September 30, 2012.

-197-

ProShares UltraShort Yen*

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	221,131,994		$	207,685,813
NAV end of period	$	249,828,407		$	271,440,942
Percentage change in NAV		13.0	%		30.7	%
Shares outstanding beginning of period		5,399,294			4,416,671
Shares outstanding end of period		6,049,294			6,566,671
Percentage change in Shares outstanding		12.0	%		48.7	%
Shares created		3,750,000			6,533,333
Shares redeemed		3,100,000			4,383,333
Per Share NAV beginning of period	$	40.96		$	47.02
Per Share NAV end of period	$	41.30		$	41.34
Percentage change in per Share NAV		0.8	%		(12.1	)%
Percentage change in benchmark		(1.4	)%		5.3	%
Benchmark annualized volatility		7.8	%		9.0	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 5,399,294 outstanding Shares at December 31, 2011 to 6,049,294 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. By comparison, during the nine months ended September 30, 2011, the increase in the Fund’s NAV resulted from an increase from 4,416,671 outstanding Shares at December 31, 2010 to 6,566,671 outstanding Shares at September 30, 2011. 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 spot price of the Japanese Yen versus the U.S. Dollar.

For the nine months ended September 30, 2012 and 2011, 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 0.8% for the nine months ended September 30, 2012, as compared to the decrease of 12.1% for the nine months ended September 30, 2011 was primarily due to an appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on March 14, 2012 at $48.20 per Share and reached its low for the period on February 2, 2012 at $40.08 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on April 6, 2011 at $51.44 per Share and reached its low for the period on September 22, 2011 at $40.45 per Share.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(1,594,712	)	$	(2,077,237	)
Management fee		1,699,389			2,253,245
Net realized gain (loss)		5,697,040			(55,830,491	)
Change in net unrealized appreciation/depreciation		1,730,121			18,301,702
Net income (loss)	$	5,832,449		$	(39,606,026	)

-198-

The Fund’s net income increased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to a decrease in the value of the Japanese Yen versus the U.S. Dollar during the nine months ended September 30, 2012.

*	See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Yen Fund.

ProShares Ultra VIX Short-Term Futures ETF*

Since the Fund commenced investment operations on October 3, 2011, a comparison of the Fund’s results of operations for the nine months ended September 30, 2011 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012:


	Nine Months Ended September 30, 2012
NAV beginning of period	$	9,881,113
NAV end of period	$	193,256,492
Percentage change in NAV		1,855.8	%
Shares outstanding beginning of period		13,334
Shares outstanding end of period		6,359,151
Percentage change in Shares outstanding		47,591.2	%
Shares created		11,837,500
Shares redeemed		5,491,683
Per Share NAV beginning of period	$	741.05
Per Share NAV end of period	$	30.39
Percentage change in per Share NAV		(95.9	)%
Percentage change in benchmark		(75.0)	%
Benchmark annualized volatility		72.7	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 13,334 outstanding Shares at December 31, 2011 to 6,359,151 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $649.02 per Share and reached its low for the period on September 24, 2012 at $28.85 per Share.

The benchmark’s decline of 75.0% for the nine months ended September 30, 2012, can be attributed to decreasing prices of the near-term futures contracts on the VIX futures curve.

-199-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012:


	Nine Months Ended September 30, 2012
Net investment income (loss)	$	(2,320,003	)
Management fee		1,216,603
Brokerage commission		1,074,133
Offering costs		69,341
Net realized gain (loss)		(477,910,745	)
Change in net unrealized appreciation/depreciation		(19,834,311	)
Net income (loss)	$	(500,065,059	)

*	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 VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	30,549,903		$	400
NAV end of period	$	165,803,550		$	28,897,739
Percentage change in NAV		442.7	%		7,224,334.8	%
Shares outstanding beginning of period		400,005			5
Shares outstanding end of period		8,725,005			250,005
Percentage change in Shares outstanding		2,081.2	%		5,000,000.0	%
Shares created		20,725,000			4,375,000
Shares redeemed		12,400,000			4,125,000
Per Share NAV beginning of period	$	76.37		$	80.00
Per Share NAV end of period	$	19.00		$	115.59
Percentage change in per Share NAV		(75.1	)%		44.5	%
Percentage change in benchmark		(75.0	)%		47.1	%
Benchmark annualized volatility		72.7	%		72.6	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted from an increase from 400,005 outstanding Shares at December 31, 2011 to 8,725,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the nine months ended September 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 5 outstanding Shares at December 31, 2010 to 250,005 outstanding Shares at September 30, 2011. 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 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2012 and 2011, 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 75.1% for the nine months ended September 30, 2012, as compared to the increase of 44.5% for the nine months ended September 30, 2011, was primarily due to a depreciation in the value of the assets of the Fund during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $71.63 per Share and reached its low for the period on September 24, 2012 at $18.38 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 30, 2011 at $115.59 per Share and reached its low for the period on July 7, 2011 at $43.15 per Share.

The benchmark’s decline of 75.0% for the nine months ended September 30, 2012, as compared to the benchmark’s rise of 47.1% for the nine months ended September 30, 2011, can be attributed to a decline in prices of the near-term futures contracts on the VIX futures curve during the nine months ended September 30, 2012.

-200-

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(741,943	)	$	(198,888	)
Management fee		788,072			62,960
Offering costs		1,090			147,749
Net realized gain (loss)		(137,705,361	)		11,559,160
Change in net unrealized appreciation/depreciation		(3,292,785	)		3,539,675
Net income (loss)	$	(141,740,089	)	$	14,899,947

The Fund’s net income decreased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to the decrease in the Fund’s benchmark during the nine months ended September 30, 2012.

ProShares Short VIX Short-Term Futures ETF*

Since the Fund commenced investment operations on October 3, 2011, a comparison of the Fund’s results of operations for the nine months ended September 30, 2011 has not been provided.

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012:


	Nine Months Ended September 30, 2012
NAV beginning of period	$	7,760,424
NAV end of period	$	54,441,724
Percentage change in NAV		601.5	%
Shares outstanding beginning of period		300,020
Shares outstanding end of period		800,020
Percentage change in Shares outstanding		166.7	%
Shares created		9,100,000
Shares redeemed		8,600,000
Per Share NAV beginning of period	$	25.87
Per Share NAV end of period	$	68.05
Percentage change in per Share NAV		163.1	%
Percentage change in benchmark		(75.0	)%
Benchmark annualized volatility		72.7	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 300,020 outstanding Shares at December 31, 2011 to 800,020 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark.

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on September 24, 2012 at $71.25 per Share and reached its low for the period on January 3, 2012 at $27.48 per Share.

-201-

The benchmark’s decline of 75.0% for the nine months ended September 30, 2012, can be attributed to declining prices of the near-term futures contracts on the VIX Futures curve.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012:


	Nine Months Ended September 30, 2012
Net investment income (loss)	$	(273,418	)
Management fee		73,103
Brokerage commission		139,690
Offering costs		69,342
Net realized gain (loss)		14,347,729
Change in net unrealized appreciation/depreciation		439,952
Net income (loss)	$	14,514,263

*	See Note 10 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report of Form 10-Q regarding the Share split for the ProShares Short VIX Short-Term Futures ETF.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
NAV beginning of period	$	90,821,428		$	400
NAV end of period	$	100,655,318		$	13,436,216
Percentage change in NAV		10.8	%		3,358,954.0	%
Shares outstanding beginning of period		1,225,005			5
Shares outstanding end of period		2,425,005			150,005
Percentage change in Shares outstanding		98.0	%		3,000,000.0	%
Shares created		1,900,000			525,000
Shares redeemed		700,000			375,000
Per Share NAV beginning of period	$	74.14		$	80.00
Per Share NAV end of period	$	41.51		$	89.57
Percentage change in per Share NAV		(44.0	)%		12.0	%
Percentage change in benchmark		(43.8	)%		12.9	%
Benchmark annualized volatility		32.3	%		36.2	%

During the nine months ended September 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 1,225,005 outstanding Shares at December 31, 2011 to 2,425,005 outstanding Shares at September 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. By comparison, during the nine months ended September 30, 2011, the increase in the Fund’s NAV resulted primarily from an increase from 5 outstanding Shares at December 31, 2010 to 150,005 outstanding Shares at September 30, 2011. The increase in the Fund’s NAV also resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the nine months ended September 30, 2012 and 2011, 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 44.0% for the nine months ended September 30, 2012, as compared to the increase of 12.0% for the nine months ended September 30, 2011, was primarily due to a depreciation in the value of the assets of the Fund during the nine months ended September 30, 2012.

-202-

During the nine months ended September 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $71.93 per Share and reached its low for the period on September 27, 2012 at $41.30 per Share. By comparison, during the nine months ended September 30, 2011, the Fund’s per Share NAV reached its high for the period on September 30, 2011 at $89.57 per Share and reached its low for the period on July 7, 2011 at $57.37 per Share.

The benchmark’s decline of 43.8% for the nine months ended September 30, 2012, as compared to the benchmark’s rise of 12.9% for the nine months ended September 30, 2011, can be attributed to a decline in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the nine months ended September 30, 2012.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2012 and 2011:


	Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011
Net investment income (loss)	$	(603,705	)	$	(58,166	)
Management fee		634,119			—
Offering costs		682			92,343
Limitation by Sponsor		—			(30,593	)
Net realized gain (loss)		(45,671,021	)		503,767
Change in net unrealized appreciation/depreciation		(7,604,889	)		1,829,093
Net income (loss)	$	(53,879,615	)	$	2,274,694

The Fund’s net income decreased for the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, primarily due to a decline in the Fund’s benchmark during the nine months ended September 30, 2012.

Off-Balance Sheet Arrangements and Contractual Obligations

As of November 9, 2012, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

Management fee payments made to the Sponsor are calculated as a fixed percentage of each Fund’s NAV. As such, the Sponsor cannot anticipate the amount of payments that will be required under these arrangements for future periods as NAVs are not known until a future date. The agreement with the Sponsor may be terminated by either party upon 30 days written notice to the other party. One officer of the Trust also serves as an officer and owner of the Sponsor.

Market Risk

Trading in futures contracts involves each Fund entering into contractual commitments to purchase or sell a commodity underlying the Fund’s benchmark at a specified date and price, should it hold such futures contract into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it would be required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

-203-

Each Fund’s exposure to market risk is influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

For more information, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q.

Credit Risk

When a Fund enters into swap agreements, futures contracts or forward contracts, the Fund is exposed to credit risk that the counterparty to the contract will not meet its obligations.

The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members ( i.e ., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions.

Swap and forward agreements are contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

Swap agreements do not generally involve the delivery of underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to a swap agreement defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovery collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of assets at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

•

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

•

limiting the outstanding amounts due from counterparties to the Funds;

•

not posting margin directly with a counterparty;

•

generally requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily;

•

limiting the amount of margin or premium posted at a futures commission merchant (“FCM”); and

•

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

The FCM for each Fund, in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to the Fund, all assets of the Fund relating to domestic futures trading, and the FCM is not allowed to commingle such assets with other assets of the FCM. In addition, CFTC regulations also require the FCM to hold in a secure account assets of each Fund related to foreign futures trading.

-204-

The Funds could lose money if the issuer of a debt security is unable to meet its financial obligations or goes bankrupt. The Funds could also lose money if the issuer of a debt security in which it has a short position is upgraded or generally improves its standing. Changes in an issuer’s financial strength or in an issuer’s or debt security’s credit rating also may affect a security’s value and thus have an impact on a Fund’s performance. Credit risk usually applies to most debt securities.

Critical Accounting Policies

The Trust’s and the Funds’ critical accounting policies are as follows:

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s and the Funds’ application of these policies involves judgments and actual results may differ from the estimates used.

Each Fund has significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in swaps, futures or forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statements of Operations.

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements. The fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

Short-term investments are valued at market price. Treasury securities having a maturity of greater than sixty days are valued at market price.

Derivatives ( e.g. , futures, swaps and forward agreements) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at last settled price. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards.

Fair value pricing may require subjective determinations about the value of an investment. While each Leveraged and VIX Fund’s policy is intended to result in a calculation of the Leveraged or the VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged and the VIX Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Leveraged or the VIX Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Leveraged or the VIX Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. See Note 2 in Item 1 of this Quarterly Report on Form 10-Q for further information.

-205-

Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

Each Fund pays or will pay its respective brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis. The Sponsor is currently paying the brokerage commissions on the VIX futures contracts for the Matching VIX Funds.

-206-

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Since the ProShares Ultra DJ-UBS Natural Gas Fund, ProShares UltraShort DJ-UBS Natural Gas Fund, ProShares Short Euro, ProShares Ultra Australian Dollar, ProShares UltraShort Australian Dollar, ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF were not conducting operations as of September 30, 2011, comparisons of the positions in certain Financial Instruments for those funds as of September 30, 2011 have not been provided. As of September 30, 2012, each of the Managed Futures Funds had not commenced investment operations; therefore, these quantitative and qualitative disclosures about market risk do not include comparisons of positions in certain Financial Instruments for the Managed Futures Funds.

Quantitative Disclosure

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk. As of September 30, 2012 and, as applicable, September 30, 2011, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares Ultra DJ-UBS Commodity :

As of September 30, 2012 and 2011, the ProShares Ultra DJ-UBS Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s swap positions as of September 30, 2012 and 2011, which were sensitive to commodity price risk.

Swap Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

DJ-UBS Commodity Index

Goldman Sachs International

Long

148.5061

11,686,812

DJ-UBS Commodity Index

UBS AG

Long

148.5061

5,108,198

Swap Agreements as of September 30, 2011

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

DJ-UBS Commodity Index

Goldman Sachs International

Long

140.1750

6,650,383

DJ-UBS Commodity Index

UBS AG

Long

140.1750

16,811,409

The September 30, 2012 and 2011 swap notional amounts are calculated by multiplying units times the closing level of the Index. These notional amounts 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 amount, before accounting for spreads or financing costs associated with the swaps. 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 Trust’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2012 (“the Form 10-K”), for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

-207-

ProShares UltraShort DJ-UBS Commodity :

As of September 30, 2012 and 2011, the ProShares UltraShort DJ-UBS Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s short swap positions as of September 30, 2012 and 2011, which were sensitive to commodity price risk.

Swap Agreements as of September 30, 2012


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
DJ-UBS Commodity Index	Goldman Sachs International	Short	$	148.5061	$	(4,448,127	)
DJ-UBS Commodity Index	UBS AG	Short		148.5061		(1,319,410	)

Swap Agreements as of September 30, 2011


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
DJ-UBS Commodity Index	Goldman Sachs International	Short	$	140.1750	$	(4,499,693	)
DJ-UBS Commodity Index	UBS AG	Short		140.1750		(20,136,530	)

The September 30, 2012 and 2011 short swap notional amounts are calculated by multiplying units times the closing level of the Index. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amounts, before accounting for any spreads or financing costs associated with the swaps. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $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 negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Crude Oil :

As of September 30, 2012 and 2011, the ProShares Ultra DJ-UBS Crude Oil Fund was exposed to commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS WTI Crude Oil Sub-Index. The following tables provide information about the Fund’s positions in these Financial Instruments as September 30, 2012 and 2011, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil Future

Long

November 2012

3,087

92.19

1,000

284,590,530

-208-

Swap Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at Value

DJ-UBS WTI Crude Oil Subindex

Goldman Sachs International

Long

233.9973

184,858,973

DJ-UBS WTI Crude Oil Subindex

Societe Generale S.A

Long

233.9973

148,481,998

DJ-UBS WTI Crude Oil Subindex

UBS AG

Long

233.9973

146,064,844

Futures Positions as of September 30, 2011

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

WTI Crude Oil Future

Long

November 2011

3,935

79.20

1,000

311,652,000

Swap Agreements as of September 30, 2011

Reference Index

Counterparty

Long or
Short

Index Close

Notional
Amount at
Value

DJ-UBS WTI Crude Oil Subindex

Goldman Sachs International

Long

209.3412

188,482,103

DJ-UBS WTI Crude Oil Subindex

UBS AG

Long

209.3412

261,660,350

The September 30, 2012 and 2011 futures notional amounts are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2012 and 2011 swap notional amounts are calculated by multiplying the number of units times the closing level of the Index. These notional amounts 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 amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort DJ-UBS Crude Oil :

As of September 30, 2012 and 2011, the ProShares UltraShort DJ-UBS Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS WTI Crude Oil Sub-Index. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012 and 2011, which were sensitive to commodity price risk.

-209-

Futures Positions as of September 30, 2012


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil Future		Short		November 2012		899	$	92.19		1,000	$	(82,878,810	)

Swap Agreements as of September 30, 2012


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
DJ-UBS WTI Crude Oil Subindex	Goldman Sachs International	Short	$	233.9973	$	(60,694,381	)
DJ-UBS WTI Crude Oil Subindex	Societe Generale S.A.	Short		233.9973		(54,129,361	)
DJ-UBS WTI Crude Oil Subindex	UBS AG	Short		233.9973		(35,377,663	)

Futures Positions as of September 30, 2011


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil Future		Short		November 2011		667	$	79.20		1,000	$	(52,826,400	)

Swap Agreements as of September 30, 2011


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
DJ-UBS WTI Crude Oil Subindex	Goldman Sachs International	Short	$	209.3412	$	(35,501,505	)
DJ-UBS WTI Crude Oil Subindex	UBS AG	Short		209.3412		(56,394,476	)

The September 30, 2012 and 2011 short futures notional amounts are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2012 and 2011 short swap notional amounts are calculated by multiplying the number of units times the closing level of the Index. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, 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 negative $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 negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Natural Gas :

As of September 30, 2012, the ProShares DJ-UBS Natural Gas Fund was exposed to commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012, which were sensitive to commodity price risk.

-210-

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Natural Gas Future

Long

November 2012

4,067

3.32

10,000

135,024,400

The September 30, 2012 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares UltraShort DJ-UBS Natural Gas :

As of September 30, 2012, the ProShares UltraShort DJ-UBS Natural Gas Fund was exposed to inverse commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012, which were sensitive to commodity price risk.

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Natural Gas Future	Short	November 2012		800	$	3.32		10,000	$	(26,560,000	)

The September 30, 2012 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amount, 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 negative $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 negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Ultra Gold :

As of September 30, 2012 and 2011, the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012 and 2011, which were sensitive to commodity price risk.

-211-

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold 100 OZ Future

Long

December 2012

1,773.90

100

354,780

Forward Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

London Gold PM Fixing Forward

Deutsche Bank AG London

Long

1,776.20

130,552,170

London Gold PM Fixing Forward

Goldman Sachs International

Long

1,776.20

210,162,350

London Gold PM Fixing Forward

Societe Generale S.A.

Long

1,776.20

211,014,936

London Gold PM Fixing Forward

UBS AG

Long

1,776.20

225,224,696

Futures Positions as of September 30, 2011

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Gold 100 OZ Future

Long

December 2011

1,622.30

100

4,055,750

Forward Agreements as of September 30, 2011

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

London Gold PM Fixing Forward

Goldman Sachs International

Long

1,620.23

183,928,510

London Gold PM Fixing Forward

UBS AG

Long

1,620.23

560,113,511

The September 30, 2012 and 2011 futures notional amounts are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2012 and 2011 forward notional amounts equal units multiplied by the forward price. These notional amounts 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 amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Gold :

As of September 30, 2012 and 2011, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012 and 2011, which were sensitive to commodity price risk.

-212-

Futures Positions as of September 30, 2012


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold 100 OZ Future		Short		December 2012		2	$	1,773.90		100		$	(354,780	)

Forward Agreements as of September 30, 2012


Reference Index	Counterparty	Long or Short		Valuation Price		Notional Amount at Value
London Gold PM Fixing Forward	Deutsche Bank AG London		Short	$	1,776.20	$	(119,717,228	)
London Gold PM Fixing Forward	Goldman Sachs International		Short		1,776.20		(24,153,040	)
London Gold PM Fixing Forward	Societe Generale S.A.		Short		1,776.20		(26,110,434	)
London Gold PM Fixing Forward	UBS AG		Short		1,776.20		(15,186,681	)

Futures Positions as of September 30, 2011


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold 100 OZ Future		Short		December 2011		12	$	1,622.30		100	$	(1,946,760	)

Forward Agreements as of September 30, 2011


Reference Index	Counterparty	Long or Short		Valuation Price		Notional Amount at Value
London Gold PM Fixing Forward	Goldman Sachs International		Short	$	1,620.23	$	(85,058,835	)
London Gold PM Fixing Forward	UBS AG		Short		1,620.23		(269,120,203	)

The September 30, 2012 and 2011 short futures notional amounts are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2012 and 2011 short forward notional amounts equal units multiplied by the forward price. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amounts, 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 negative $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Silver :

As of September 30, 2012 and 2011, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012 and 2011, which were sensitive to commodity price risk.

-213-

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Future

Long

December 2012

34.577

5,000

345,770

Forward Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

London Silver PM Fixing Forward

Deutsche Bank AG London

Long

34.6566

118,179,006

London Silver PM Fixing Forward

Goldman Sachs International

Long

34.6566

662,661,917

London Silver PM Fixing Forward

Societe Generale S.A.

Long

34.6566

746,745,760

London Silver PM Fixing Forward

UBS AG

Long

34.6566

430,088,406

Futures Positions as of September 30, 2011

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Silver Future

Long

December 2011

30.083

5,000

11,130,710

Forward Agreements as of September 30, 2011

Reference Index

Counterparty

Long or
Short

Valuation
Price

Notional Amount
at Value

London Silver PM Fixing Forward

Goldman Sachs International

Long

30.4532

367,899,019

London Silver PM Fixing Forward

UBS AG

Long

30.4532

1,033,094,357

The September 30, 2012 and 2011 futures notional amounts are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2012 and 2011 forward notional amounts equal units multiplied by the forward price. These notional amounts 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 amounts, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Silver :

As of September 30, 2012 and 2011, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012 and 2011, which were sensitive to commodity price risk.

-214-

Futures Positions as of September 30, 2012


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Future		Short		December 2012		2	$	34.577		5,000	$	(345,770	)

Forward Agreements as of September 30, 2012


Reference Index	Counterparty	Long or Short		Valuation Price		Notional Amount at Value
London Silver PM Fixing Forward	Deutsche Bank AG London		Short	$	34.6566	$	(95,201,680	)
London Silver PM Fixing Forward	Goldman Sachs International		Short		34.6566		(46,318,546	)
London Silver PM Fixing Forward	Societe Generale S.A.		Short		34.6566		(59,540,039	)
London Silver PM Fixing Forward	UBS AG		Short		34.6566		(50,494,666	)

Futures Positions as of September 30, 2011


Contract	Long or Short		Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Future		Short		December 2011		30	$	30.083		5,000	$	(4,512,450	)

Forward Agreements as of September 30, 2011


Reference Index	Counterparty	Long or Short		Valuation Price		Notional Amount at Value
London Silver PM Fixing Forward	Goldman Sachs International		Short	$	30.4532	$	(231,520,453	)
London Silver PM Fixing Forward	UBS AG		Short		30.4532		(830,550,124	)

The September 30, 2012 and 2011 short futures notional amounts are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2012 and 2011 short forward notional amounts equal units multiplied by the forward price. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amounts, 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 negative $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of September 30, 2012 and, as applicable, September 30, 2011, each of the Currency Fund’s positions were as follows:

-215-

ProShares Ultra Australian Dollar:

As of September 30, 2012, the ProShares Ultra Australian Dollar Fund was exposed to exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2012, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

AUD/US Dollar Future

Long

December 2012

103.03

1,000

8,139,370

The September 30, 2012 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in notional amounts, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Australian Dollar for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Australian Dollar and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares UltraShort Australian Dollar:

As of September 30, 2012, the ProShares UltraShort Australian Dollar Fund was exposed to inverse exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2012, which were sensitive to exchange rate price risk.

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

AUD/US Dollar Future

Short

December 2012

103.03

1,000

7,727,250

The September 30, 2012 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amounts, 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 negative $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 one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

-216-

ProShares Ultra Euro :

As of September 30, 2012 and 2011, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012 and 2011, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2012


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro/US Dollar Forward	Goldman Sachs International		Long		10/05/12		3,181,525			1.2852	$	4,089,012
Euro/US Dollar Forward	UBS AG		Long		10/05/12		6,105,000			1.2852		7,846,368
Euro/US Dollar Forward	Goldman Sachs International		Short		10/05/12		(179,800	)		1.2852		(231,086	)
Euro/US Dollar Forward	UBS AG		Short		10/05/12		(77,600	)		1.2852		(99,734	)

Foreign Currency Forward Contracts as of September 30, 2011


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro/US Dollar Forward	Goldman Sachs International		Long		10/07/11		6,232,725			1.3396	$	8,349,073
Euro/US Dollar Forward	UBS AG		Long		10/07/11		6,659,500			1.3396		8,920,761
Euro/US Dollar Forward	Goldman Sachs International		Short		10/07/11		(721,200	)		1.3396		(966,087	)
Euro/US Dollar Forward	UBS AG		Short		10/07/11		(646,900	)		1.3396		(866,558	)

The September 30, 2012 and 2011 USD market value equals the number of Euros multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Short Euro:

As of September 30, 2012, the ProShares Short Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2012, which were sensitive to exchange rate price risk.

-217-

Futures Positions as of September 30, 2012

Contract

Long or
Short

Expiration

Contracts

Valuation
Price

Contract
Multiplier

Notional Amount
at Value

Euro/US Dollar Future

Short

December 2012

1.2862

125,000

3,858,600

The September 30, 2012 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amounts, 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 negative $1.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares UltraShort Euro :

As of September 30, 2012 and 2011, the ProShares UltraShort Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012 and 2011, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2012


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro/US Dollar Forward	Goldman Sachs International		Long		10/05/12		121,663,800			1.2852	$	156,366,739
Euro/US Dollar Forward	UBS AG		Long		10/05/12		146,354,700			1.2852		188,100,383
Euro/US Dollar Forward	Goldman Sachs International		Short		10/05/12		(700,644,925	)		1.2852		(900,494,334	)
Euro/US Dollar Forward	UBS AG		Short		10/05/12		(767,109,200	)		1.2852		(985,916,637	)

Foreign Currency Forward Contracts as of September 30, 2011


Reference Currency	Counterparty	Long or Short		Settlement Date		Euro			Forward Rate		Market Value USD
Euro/US Dollar Forward	Goldman Sachs International		Long		10/07/11		63,408,700			1.3396	$	84,939,392
Euro/US Dollar Forward	UBS AG		Long		10/07/11		86,950,300			1.3396		116,474,642
Euro/US Dollar Forward	Goldman Sachs International		Short		10/07/11		(731,587,225	)		1.3396		(980,000,757	)
Euro/US Dollar Forward	UBS AG		Short		10/07/11		(816,704,400	)		1.3396		(1,094,019,828	)

-218-

The September 30, 2012 and 2011 USD market values equal the number of Euros multiplied by the forward rate. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Yen :

As of September 30, 2012 and 2011, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of September 30, 2012 and 2011, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date		Yen			Forward Rate		Market Value USD
Yen/US Dollar Forward	Goldman Sachs International	Long		10/05/12		387,568,100			0.012817	$	4,967,567
Yen/US Dollar Forward	UBS AG	Long		10/05/12		453,633,300			0.012817		5,814,342
Yen/US Dollar Forward	Goldman Sachs International	Short		10/05/12		(6,526,600	)		0.012817		(83,653	)
Yen/US Dollar Forward	UBS AG	Short		10/05/12		(15,729,000	)		0.012817		(201,603	)

Foreign Currency Forward Contracts as of September 30, 2011


Reference Currency	Counterparty	Long or Short	Settlement Date		Yen			Forward Rate		Market Value USD
Yen/US Dollar Forward	Goldman Sachs International	Long		10/07/11		355,590,000			0.012963	$	4,609,665
Yen/US Dollar Forward	UBS AG	Long		10/07/11		516,060,000			0.012963		6,689,905
Yen/US Dollar Forward	Goldman Sachs International	Short		10/07/11		(19,800,000	)		0.012963		(256,676	)
Yen/US Dollar Forward	UBS AG	Short		10/07/11		(5,630,000	)		0.012963		(72,984	)

The September 30, 2012 and 2011 USD market values equal the number of Yen multiplied by the forward rate. These notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by

-219-

two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Yen :

As of September 30, 2012 and 2011, the ProShares UltraShort Yen Fund was exposed to inverse exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012 and 2011, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of September 30, 2012


Reference Currency	Counterparty	Long or Short	Settlement Date		Yen			Forward Rate		Market Value USD
Yen/US Dollar Forward	Goldman Sachs International	Long		10/05/12		2,209,153,600			0.012817	$	28,315,328
Yen/US Dollar Forward	UBS AG	Long		10/05/12		1,869,997,800			0.012817		23,968,275
Yen/US Dollar Forward	Goldman Sachs International	Short		10/05/12		(16,016,951,000	)		0.012817		(205,293,657	)
Yen/US Dollar Forward	UBS AG	Short		10/05/12		(27,086,156,900	)		0.012817		(347,170,708	)

Foreign Currency Forward Contracts as of September 30, 2011


Reference Currency	Counterparty	Long or Short		Settlement Date		Yen			Forward Rate		Market Value USD
Yen/US Dollar Forward	Goldman Sachs International		Long		10/07/11		3,203,440,000			0.012963	$	41,527,556
Yen/US Dollar Forward	UBS AG		Long		10/07/11		1,423,900,000			0.012963		18,458,622
Yen/US Dollar Forward	Goldman Sachs International		Short		10/07/11		(23,267,420,000	)		0.012963		(301,625,468	)
Yen/US Dollar Forward	UBS AG		Short		10/07/11		(23,259,690,000	)		0.012963		(301,525,261	)

The September 30, 2012 and 2011 USD market values equal the number of Yen multiplied by the forward rate. These short notional amounts will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have negative $2.00 of short exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

-220-

Equity Market Volatility Sensitivity

Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. The following tables provide information about each of the VIX Funds’ Financial Instruments, which are sensitive to changes in equity market volatility indexes. As of September 30, 2012 and, as applicable, September 30, 2011, each of the VIX Funds’ positions were as follows:

ProShares Ultra VIX Short-Term Futures ETF

As of September 30, 2012, the ProShares Ultra VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts and its holding of swap agreements linked to the S&P 500 VIX Short-Term Futures Index. The following tables provide information about the Fund’s positions in these Financial Instruments as of September 30, 2012, which were sensitive to equity market volatility risk.

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
CBOE VIX Future	Long	October 2012		13,083	$	16.40		1,000	$	214,561,200
CBOE VIX Future	Long	November 2012		8,723		18.05		1,000		157,450,150

Swap Agreements as of September 30, 2012

Reference Index

Counterparty

Long or
Short

Index
Close

Notional Amount
at Value

S&P 500 VIX Short-Term Futures Index

Societe Generale S.A

Long

3,233.77

15,386,719

The September 30, 2012 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The September 30, 2012 swap notional amount is calculated by multiplying the number of units times the closing level of the Index. These notional amounts 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 amount, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares VIX Short-Term Futures ETF

As of September 30, 2012 and 2011, the ProShares VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of September 30, 2012 and 2011, which were sensitive to equity market volatility risk.

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
CBOE VIX Future	Long	October 2012		5,861	$	16.40		1,000	$	96,120,400
CBOE VIX Future	Long	November 2012		3,904		18.05		1,000		70,467,200

Futures Positions as of September 30, 2011


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
CBOE VIX Future	Long	October 2011		429	$	42.15		1,000	$	18,082,350
CBOE VIX Future	Long	November 2011		286		37.75		1,000		10,796,500

The September 30, 2012 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amounts, 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 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 one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Short VIX Short-Term Futures ETF

As of September 30, 2012, the ProShares Short VIX Short-Term Futures ETF Fund was exposed to inverse equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of September 30, 2012, which were sensitive to equity market volatility risk.

-221-

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
CBOE VIX Future	Short	October 2012		1,908	$	16.40		1,000	$	(31,291,200	)
CBOE VIX Future	Short	November 2012		1,267		18.05		1,000		(22,869,350	)

The September 30, 2012 short futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amounts, 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 negative $1.00 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. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares VIX Mid-Term Futures ETF

As of September 30, 2012 and 2011, the ProShares VIX Mid-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of September 30, 2012 and 2011, which were sensitive to equity market volatility risk.

Futures Positions as of September 30, 2012


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
CBOE VIX Future	Long	January 2013		890	$	20.90		1,000	$	18,601,000
CBOE VIX Future	Long	February 2013		1,484		22.15		1,000		32,870,600
CBOE VIX Future	Long	March 2013		1,484		23.35		1,000		34,651,400
CBOE VIX Future	Long	April 2013		593		24.50		1,000		14,528,500

Futures Positions as of September 30, 2011


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
CBOE VIX Future	Long	January 2012		78	$	35.50		1,000	$	2,769,000
CBOE VIX Future	Long	February 2012		129		34.70		1,000		4,476,300
CBOE VIX Future	Long	March 2012		129		34.25		1,000		4,418,250
CBOE VIX Future	Long	April 2012		52		34.35		1,000		1,786,200

The September 30, 2012 futures notional amount is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional amount will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional losses (gains) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional amounts, 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 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. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

Qualitative Disclosure

As described above in Item 2 of this Quarterly Report on Form 10-Q, it is the investment objective of each Geared Fund to seek daily investment results, before fees and expenses, which correspond to a multiple, the inverse or an inverse multiple of the daily performance, whether positive or negative, of its corresponding benchmark. Each Ultra Fund seeks daily investment results (before fees and expenses) that correspond to twice (2x) the daily performance of its corresponding benchmark. Each Short Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each UltraShort Fund seeks daily investment results (before fees and expenses) that correspond to twice the inverse (-2x) of the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results (before fees and expenses) that match the performance of a benchmark. The Geared Funds do not seek to achieve these stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by two or negative two. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. The Matching VIX Funds and the Managed Futures Funds seek to achieve their stated investment objective both over a single day and over time.

-222-

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 Ultra DJ-UBS Crude Oil and the ProShares UltraShort DJ-UBS Crude Oil Funds are exposed to are direct and inverse exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Dow Jones-UBS Commodity Index and its sub-indexes are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

As described above in Item 2 of this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Commodity Price Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of a Short Fund or an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an Ultra Fund.

Additionally, performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a (1.1*0.9)-1 = -1% period benchmark return, the two-day period return for a theoretical two-times fund would be equal to a (1.2 *0.8)-1 = -4% period Fund return (rather than simply two times the period return of the benchmark).

Exchange Rate Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Currency Funds, several factors may affect the value of the foreign currencies or the U.S. Dollar, and, in turn, the Financial Instruments and other assets, if any, owned by a Fund. The impact of changes in the price of a currency will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of a currency will negatively impact the daily performance of Shares of a Short Fund or an UltraShort Fund and daily decreases in the price of a currency will negatively impact the daily performance of Shares of an Ultra Fund.

-223-

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, -1x 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, its 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, subject to certain minimum thresholds.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were maintained in a non-interest bearing demand deposit account. The Funds also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

-224-

Item 4.

Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of September 30, 2012, including providing reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the Trust and the Funds is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Trust as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended September 30, 2012, 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.

-225-

Part II. OTHER INFORMATION

Item 1.

Legal Proceedings.

Item 1A.

Risk Factors.

There has not been a material change to the Risk Factors previously disclosed in the Trust’s Annual Report on Form 10-K for the year ended for the year ended December 31, 2011, filed on February 29, 2012 and in the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012.

I tem 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

None.

(b)

The Trust initially registered Shares on a Form S-1 (No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (No. 333-156888), which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all Shares registered and re-allocated the remaining amount of the Shares registered among the Funds listed on its Registration Statement on Form S-3 (No. 333-163511), which became effective on December 4, 2009 and registered additional Shares and/or added Funds pursuant to Post-Effective Amendments to that Registration Statement, which became effective on May 28, 2010, November 5, 2010, December 23, 2010 and April 13, 2011, as well as on a Registration Statement on Form S-1 (No. 333-178707), which became effective on June 25, 2012. On June 26, 2012, a Post-Effective Amendment to the Registration Statement on Form S-3 (No. 333-163511) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil and terminated the offerings for certain other Funds. New offerings for certain of those Funds were registered on an accompanying Registration Statement on Form S-1 (No. 333-176878), which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on Form S-1 (No. 333-183672) was declared effective, which registered additional Shares for ProShares Ultra VIX Short-Term Futures ETF, ProShares VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF. This registration statement (No. 333-183672) was a combined registration statement acting as a post-effective amendment to the Form S-1 (No. 333-176878), which offerings were terminated upon effectiveness. On September 27, 2012, a Registration Statement on Form S-3 (No. 333-183674) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil and ProShares UltraShort Euro. This registration statement (No. 333-183674) was a combined registration statement acting as a post-effective amendment to the Form S-3 (No. 333-163511), which offerings were terminated upon effectiveness. On September 28, 2012, a post-effective amendment to an S-1 Registration Statement was declared effective, terminating the proposed offerings of ProShares Ultra Canadian Dollar, ProShares Ultra Swiss Franc, ProShares Short Yen, ProShares UltraShort Canadian Dollar and ProShares UltraShort Swiss Franc. Therefore, as of September 30, 2012, the Trust has four registration statements outstanding:

-226-

1) an effective Form S-3 registration statement (No. 333-183674); 2) an effective Form S-1 registration statement (No. 333-183672); 3) another effective Form S-1 registration statement (No. 333-178707); and 4) a Form S-1 registration statement that has not been declared effective (No. 333-178212).

Substantially all of the proceeds received by each Fund from the issuance and sale of Shares to Authorized Participants are used by each Fund to enter into Financial Instruments relating to that Fund’s benchmark in combination with cash or cash equivalents and/or U.S. Treasury Securities or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds and collateralized repurchase agreements) that may be used to collateralize swap agreements or forward contracts or deposited with FCMs as margin in connection with any futures transactions. Each Geared Fund continuously offers and redeems or will continuously offer and redeem and each Managed Futures Fund will continuously offer and redeem its Shares in blocks of 50,000 Shares, and each Matching VIX Fund continuously offers and redeems Shares in blocks of 25,000 Shares. The Managed Futures Funds have not yet commenced investment operations.


Title of Securities Registered	Amount Registered As of September 30, 2012		Shares Sold For the Three Months Ended September 30, 2012		Sale Price of Shares Sold For the Three Months Ended September 30, 2012
ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest	$	300,000,000		—	$	—
ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest	$	4,008,246,073		3,400,000	$	106,380,749
ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest	$	1,875,000,000		1,650,000	$	67,343,504
ProShares Ultra DJ-UBS Natural Gas Common Units of Beneficial Interest	$	500,000,000		700,000	$	29,055,774
ProShares UltraShort DJ-UBS Natural Gas Common Units of Beneficial Interest	$	500,000,000		150,000	$	3,427,964
ProShares Ultra Gold Common Units of Beneficial Interest	$	1,000,000,000		100,000	$	9,732,999
ProShares UltraShort Gold Common Units of Beneficial Interest	$	1,000,000,000		—	$	—
ProShares Ultra Silver Common Units of Beneficial Interest	$	2,500,000,000		1,000,000	$	50,474,316
ProShares UltraShort Silver Common Units of Beneficial Interest	$	2,300,000,000		1,500,000	$	69,806,717
ProShares Ultra Australian Dollar Common Units of Beneficial Interest	$	200,000,000		100,000	$	4,000,000
ProShares UltraShort Australian Dollar Common Units of Beneficial Interest	$	200,000,000		100,000	$	4,000,000

-227-


ProShares Ultra Euro Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares Short Euro Common Units of Beneficial Interest	$	200,000,000		—	$	—
ProShares UltraShort Euro Common Units of Beneficial Interest	$	2,653,506,872		1,750,000	$	37,249,573
ProShares Ultra Yen Common Units of Beneficial Interest	$	500,000,000		—	$	—
ProShares UltraShort Yen Common Units of Beneficial Interest	$	1,300,000,000		1,450,000	$	60,451,231
ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	2,000,000,000		6,390,000	$	318,646,989
ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	1,300,000,000		11,225,000	$	269,256,478
ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest	$	700,000,000		4,400,000	$	251,195,078
ProShares VIX Mid-Term Futures ETF Common Units of Beneficial Interest	$	700,000,000		975,000	$	47,439,424
ProShares Managed Futures Strategy Common Units of Beneficial Interest	$	1,000,000	¹	—	$	—
ProShares Commodity Managed Futures Strategy Common Units of Beneficial Interest	$	1,000,000	¹	—	$	—
ProShares Financial Managed Futures Strategy Common Units of Beneficial Interest	$	1,000,000	¹	—	$	—
Total:	$	24,739,752,945		34,890,000	$	1,328,460,796

¹ A registration statement on Form S-1 was filed with the SEC on November 29, 2011 and February 14, 2012, registering this amount. However, the registration statements had not yet been declared effective as of September 30, 2012.

-228-

(c) From July 1, 2012 through September 30, 2012, 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 Ultra DJ-UBS Commodity
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		50,000	$	26.77
09/01/12 to 09/30/12		—	$	—
ProShares UltraShort DJ-UBS Commodity
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		—	$	—
09/01/12 to 09/30/12		—	$	—
ProShares Ultra DJ-UBS Crude Oil
07/01/12 to 07/31/12		5,350,000	$	29.28
08/01/12 to 08/31/12		3,200,000	$	33.15
09/01/12 to 09/30/12		300,000	$	35.95
ProShares UltraShort DJ-UBS Crude Oil
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		—	$	—
09/01/12 to 09/30/12		450,000	$	40.84
ProShares Ultra DJ-UBS Natural Gas
07/01/12 to 07/31/12		300,000	$	55.95
08/01/12 to 08/31/12		—	$	—
09/01/12 to 09/30/12		450,000	$	49.42
ProShares UltraShort DJ-UBS Natural Gas
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		—	$	—
09/01/12 to 09/30/12		—	$	—
ProShares Ultra Gold
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		150,000	$	83.53
09/01/12 to 09/30/12		100,000	$	92.77
ProShares UltraShort Gold
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		137,500	$	67.79
09/01/12 to 09/30/12		37,500	$	56.85
ProShares Ultra Silver
07/01/12 to 07/31/12		1,000,000	$	38.19
08/01/12 to 08/31/12		750,000	$	42.76
09/01/12 to 09/30/12		450,000	$	57.28
ProShares UltraShort Silver
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		650,000	$	58.22
09/01/12 to 09/30/12		—	$	—
ProShares Ultra Australian Dollar
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		—	$	—
09/01/12 to 09/30/12		—	$	—
ProShares UltraShort Australian Dollar
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		—	$	—
09/01/12 to 09/30/12		—	$	—
ProShares Ultra Euro
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		—	$	—
09/01/12 to 09/30/12		—	$	—
ProShares Short Euro
07/01/12 to 07/31/12		—	$	—
08/01/12 to 08/31/12		—	$	—
09/01/12 to 09/30/12		—	$	—

-229-


ProShares UltraShort Euro
07/01/12 to 07/31/12	1,400,000	$	22.00
08/01/12 to 08/31/12	2,650,000	$	21.96
09/01/12 to 09/30/12	2,300,000	$	19.68
ProShares Ultra Yen
07/01/12 to 07/31/12	—	$	—
08/01/12 to 08/31/12	—	$	—
09/01/12 to 09/30/12	—	$	—
ProShares UltraShort Yen
07/01/12 to 07/31/12	—	$	—
08/01/12 to 08/31/12	550,000	$	41.93
09/01/12 to 09/30/12	150,000	$	42.00
ProShares Ultra VIX Short-Term Futures ETF
07/01/12 to 07/31/12	915,000	$	86.89
08/01/12 to 08/31/12	375,000	$	56.29
09/01/12 to 09/30/12	1,850,000	$	34.20
ProShares VIX Short-Term Futures ETF
07/01/12 to 07/31/12	1,875,000	$	29.69
08/01/12 to 08/31/12	2,950,000	$	24.69
09/01/12 to 09/30/12	1,975,000	$	20.09
ProShares Short VIX Short-Term Futures ETF
07/01/12 to 07/31/12	1,300,000	$	49.39
08/01/12 to 08/31/12	1,300,000	$	55.20
09/01/12 to 09/30/12	1,300,000	$	64.90
ProShares VIX Mid-Term Futures ETF
07/01/12 to 07/31/12	—	$	—
08/01/12 to 08/31/12	—	$	—
09/01/12 to 09/30/12	100,000	$	43.86
Total:	34,365,000	$	35.50

-230-

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.


Exhibit No.		Description of Document
31.1		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)

31.2		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)

32.1		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)

32.2		Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)

101.INS		XBRL Instance Document(3)

101.SCH		XBRL Taxonomy Extension Schema(3)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase(3)

101.DEF		XBRL Taxonomy Extension Definition Linkbase(3)

101.LAB		XBRL Taxonomy Extension Label Linkbase(3)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase(3)

(1)	Filed herewith.

(2)	Furnished herewith.

(3)

In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

-231-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


PROSHARES TRUST II

/s/ Louis Mayberg
By: Louis Mayberg
Principal Executive Officer

Date: November 9, 2012

/s/ Edward Karpowicz
By: Edward Karpowicz
Principal Financial Officer

Date: November 9, 2012

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company