AGQ 10-Q Quarterly Report June 30, 2013 | Alphaminr
ProShares Trust II

AGQ 10-Q Quarter ended June 30, 2013

PROSHARES TRUST II
10-Ks and 10-Qs
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q 1 d543092d10q.htm FORM 10-Q Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

for the quarterly period ended June 30, 2013.

OR

¨ 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.

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

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


Table of Contents

PROSHARES TRUST II

Table of Contents

Page
Part I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements.

1

Item 2.

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

189

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

243

Item 4.

Controls and Procedures.

262
Part II. OTHER INFORMATION

Item 1.

Legal Proceedings.

263

Item 1A.

Risk Factors.

263

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

263

Item 3.

Defaults Upon Senior Securities.

268

Item 4.

Mine Safety Disclosures.

268

Item 5.

Other Information.

268

Item 6.

Exhibits.

268


Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

Index

Documents

Page

Statements of Financial Condition, Schedules of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity and Statements of Cash Flows:

ProShares UltraShort DJ-UBS Commodity

2

ProShares UltraShort DJ-UBS Crude Oil

7

ProShares UltraShort DJ-UBS Natural Gas

12

ProShares UltraShort Gold

17

ProShares UltraShort Silver

22

ProShares Short Euro

27

ProShares UltraShort Australian Dollar

32

ProShares UltraShort Euro

37

ProShares UltraShort Yen

42

ProShares Ultra DJ-UBS Commodity

47

ProShares Ultra DJ-UBS Crude Oil

52

ProShares Ultra DJ-UBS Natural Gas

57

ProShares Ultra Gold

62

ProShares Ultra Silver

67

ProShares Ultra Australian Dollar

72

ProShares Ultra Euro

77

ProShares Ultra Yen

82

ProShares VIX Short-Term Futures ETF

87

ProShares VIX Mid-Term Futures ETF

92

ProShares Ultra VIX Short-Term Futures ETF

97

ProShares Short VIX Short-Term Futures ETF

102

ProShares Trust II

107

Notes to Financial Statements

111

1


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited) December 31, 2012

Assets

Cash

$ 352,309 $ 296,119

Short-term U.S. government and agency obligations (Note 3) (cost $3,191,584 and $2,803,598, respectively)

3,191,531 2,803,904

Unrealized appreciation on swap agreements

412,248 148,502

Total assets

3,956,088 3,248,525

Liabilities and shareholders’ equity

Liabilities

Management fee payable

2,867 2,560

Total liabilities

2,867 2,560

Shareholders’ equity

Shareholders’ equity

3,953,221 3,245,965

Total liabilities and shareholders’ equity

$ 3,956,088 $ 3,248,525

Shares outstanding

59,997 59,997

Net asset value per share

$ 65.89 $ 54.10

Market value per share (Note 2)

$ 64.97 $ 51.64

See accompanying notes to financial statements.

2


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(81% of shareholders’ equity)

U.S. Treasury Bills:

0.038% due 08/29/13†

$ 349,000 $ 348,989

0.051% due 10/03/13†

2,420,000 2,419,621

0.050% due 10/31/13

423,000 422,921

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

$ 3,191,531

Swap Agreements ^

Termination Date Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Swap agreement with Deutsche Bank AG based on Dow Jones-UBS Commodity Index

07/08/13 $ (2,097,156 ) $ 115,736

Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index

07/08/13 (4,702,593 ) 249,202

Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index

07/08/13 (1,097,705 ) 47,310

$ 412,248

All or partial amount pledged as collateral for swap agreements.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

3


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 510 $ 978 $ 1,235 $ 1,659

Expenses

Management fee

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

Total expenses

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

Net investment income (loss)

(7,940 ) (14,834 ) (14,800 ) (34,337 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

150,169 1,440,617 458,667 1,514,927

Short-term U.S. government and agency obligations

62 2 62

Net realized gain (loss)

150,169 1,440,679 458,669 1,514,989

Change in net unrealized appreciation/depreciation on

Swap agreements

505,167 (529,837 ) 263,746 (890,925 )

Short-term U.S. government and agency obligations

(172 ) (47 ) (359 ) 306

Change in net unrealized appreciation/depreciation

504,995 (529,884 ) 263,387 (890,619 )

Net realized and unrealized gain (loss)

655,164 910,795 722,056 624,370

Net income (loss)

$ 647,224 $ 895,961 $ 707,256 $ 590,033

Net income (loss) per weighted-average share

$ 10.79 $ 7.99 $ 11.79 $ 4.34

Weighted-average shares outstanding

59,997 112,195 59,997 136,096

See accompanying notes to financial statements.

4


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 3,245,965

Net investment income (loss)

(14,800 )

Net realized gain (loss)

458,669

Change in net unrealized appreciation/depreciation

263,387

Net income (loss)

707,256

Shareholders’ equity, at June 30, 2013

$ 3,953,221

See accompanying notes to financial statements.

5


Table of Contents

PROSHARES ULTRASHORT DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended Six months ended
June 30, 2013 June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 707,256 $ 590,033

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

(387,986 ) 4,855,078

Change in unrealized appreciation/depreciation on investments

(263,387 ) 890,619

Increase (Decrease) in management fee payable

307 (2,403 )

Net cash provided by (used in) operating activities

56,190 6,333,327

Cash flow from financing activities

Payment on shares redeemed

(6,153,644 )

Net cash provided by (used in) financing activities

(6,153,644 )

Net increase (decrease) in cash

56,190 179,683

Cash, beginning of period

296,119 9,060

Cash, end of period

$ 352,309 $ 188,743

See accompanying notes to financial statements.

6


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited) December 31, 2012

Assets

Cash

$ 1,750,237 $ 658,676

Segregated cash balances with brokers for futures contracts

8,927,380 4,401,374

Short-term U.S. government and agency obligations (Note 3) (cost $231,326,272 and $87,042,320, respectively)

231,327,320 87,046,389

Receivable from capital shares sold

9,087,156 4,031,477

Receivable on open futures contracts

948,600

Unrealized appreciation on swap agreements

433,149

Total assets

252,473,842 96,137,916

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

979,336

Management fee payable

194,556 70,254

Unrealized depreciation on swap agreements

813,170 5,607,060

Total liabilities

1,007,726 6,656,650

Shareholders’ equity

Shareholders’ equity

251,466,116 89,481,266

Total liabilities and shareholders’ equity

$ 252,473,842 $ 96,137,916

Shares outstanding

6,919,944 2,219,944

Net asset value per share

$ 36.34 $ 40.31

Market value per share (Note 2)

$ 36.45 $ 40.44

See accompanying notes to financial statements.

7


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(92% of shareholders’ equity)

U.S. Treasury Bills:

0.055% due 07/25/13†

$ 59,351,000 $ 59,350,209

0.037% due 08/29/13†

99,439,000 99,435,740

0.043% due 10/03/13†

63,731,000 63,721,015

0.047% due 10/31/13

8,822,000 8,820,356

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

$ 231,327,320

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Crude Oil - NYMEX, expires September 2013

2,108 $ 203,295,520 $ (878,497 )

Swap Agreements ^

Termination Date Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Swap agreement with Deutsche Bank AG based on Dow Jones-UBS WTI Crude Oil Sub-Index

07/08/13 $ (41,002,905 ) $ (617,121 )

Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index

07/08/13 (131,067,619 ) (196,049 )

Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index

07/08/13 (44,714,076 ) 279,982

Swap agreement with UBS AG based on Dow Jones-UBS WTI Crude Oil Sub-Index

07/08/13 (82,852,782 ) 153,167

$ (380,021 )

All or partial amount pledged as collateral for swap agreements.
†† Cash collateral in the amount of $8,927,380 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

8


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 23,201 $ 20,652 $ 48,510 $ 30,777

Expenses

Management fee

442,975 278,920 782,559 619,066

Brokerage commissions

18,494 10,438 25,529 16,342

Total expenses

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

Net investment income (loss)

(438,268 ) (268,706 ) (759,578 ) (604,631 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

5,255,578 20,779,796 (3,232,391 ) 20,649,559

Swap agreements

(4,229,924 ) 33,552,184 (1,867,113 ) 29,850,810

Short-term U.S. government and agency obligations

8,970 2,561 8,299 1,770

Net realized gain (loss)

1,034,624 54,334,541 (5,091,205 ) 50,502,139

Change in net unrealized appreciation/depreciation on

Futures contracts

(1,110,021 ) (2,293,420 ) 3,151,224 (3,341,590 )

Swap agreements

10,988,393 (2,396,079 ) 5,227,039 (2,249,599 )

Short-term U.S. government and agency obligations

(2,083 ) (1,708 ) (3,021 ) 5,321

Change in net unrealized appreciation/depreciation

9,876,289 (4,691,207 ) 8,375,242 (5,585,868 )

Net realized and unrealized gain (loss)

10,910,913 49,643,334 3,284,037 44,916,271

Net income (loss)

$ 10,472,645 $ 49,374,628 $ 2,524,459 $ 44,311,640

Net income (loss) per weighted-average share

$ 2.13 $ 16.64 $ 0.58 $ 12.57

Weighted-average shares outstanding

4,923,241 2,967,197 4,354,474 3,524,614

See accompanying notes to financial statements.

9


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 89,481,266

Addition of 9,450,000 shares

347,128,588

Redemption of 4,750,000 shares

(187,668,197 )

Net addition (redemption) of 4,700,000 shares

159,460,391

Net investment income (loss)

(759,578 )

Net realized gain (loss)

(5,091,205 )

Change in net unrealized appreciation/depreciation

8,375,242

Net income (loss)

2,524,459

Shareholders’ equity, at June 30, 2013

$ 251,466,116

See accompanying notes to financial statements.

10


Table of Contents

PROSHARES ULTRASHORT DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 2,524,459 $ 44,311,640

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(4,526,006 ) 3,781,688

Net sale (purchase) of short-term U.S. government and agency obligations

(144,283,952 ) 63,699,600

Change in unrealized appreciation/depreciation on investments

(5,224,018 ) 2,244,278

Decrease (Increase) in receivable on futures contracts

(948,600 ) 576,597

Increase (Decrease) in management fee payable

124,302 (43,617 )

Increase (Decrease) in payable on futures contracts

(979,336 ) 6,561,280

Net cash provided by (used in) operating activities

(153,313,151 ) 121,131,466

Cash flow from financing activities

Proceeds from addition of shares

342,072,909 122,243,525

Payment on shares redeemed

(187,668,197 ) (243,505,299 )

Net cash provided by (used in) financing activities

154,404,712 (121,261,774 )

Net increase (decrease) in cash

1,091,561 (130,308 )

Cash, beginning of period

658,676 265,258

Cash, end of period

$ 1,750,237 $ 134,950

See accompanying notes to financial statements.

11


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 509,709 $ 310,060

Segregated cash balances with brokers for futures contracts

2,772,000 1,795,030

Short-term U.S. government and agency obligations (Note 3) (cost $16,504,279 and $10,042,198, respectively)

16,503,821 10,042,731

Receivable on open futures contracts

156,328 632,777

Total assets

19,941,858 12,780,598

Liabilities and shareholders’ equity

Liabilities

Management fee payable

17,321 12,258

Total liabilities

17,321 12,258

Shareholders’ equity

Shareholders’ equity

19,924,537 12,768,340

Total liabilities and shareholders’ equity

$ 19,941,858 $ 12,780,598

Shares outstanding (Note 1)

224,952 125,008

Net asset value per share (Note 1)

$ 88.57 $ 102.14

Market value per share (Note 1) (Note 2)

$ 88.00 $ 101.64

See accompanying notes to financial statements.

12


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(83% of shareholders’ equity)

U.S. Treasury Bills:

0.063% due 07/25/13

$ 4,447,000 $ 4,446,941

0.036% due 08/29/13

310,000 309,990

0.026% due 10/03/13

2,703,000 2,702,576

0.044% due 10/31/13

9,046,000 9,044,314

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

$ 16,503,821

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Natural Gas - NYMEX, expires September 2013

1,120 $ 39,860,800 $ 2,329,474

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

See accompanying notes to financial statements.

13


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 3,549 $ 2,166 $ 5,950 $ 3,029

Expenses

Management fee

61,051 97,194 24,973

Brokerage commissions

17,088 27,710 26,912 41,476

Offering costs

39,029 45,648

Limitation by Sponsor

(48 )

Total expenses

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

Net investment income (loss)

(74,590 ) (64,525 ) (118,156 ) (109,068 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(834,719 ) 1,866,063 (2,608,140 ) 6,303,174

Short-term U.S. government and agency obligations

1,105 9 1,001 (158 )

Net realized gain (loss)

(833,614 ) 1,866,072 (2,607,139 ) 6,303,016

Change in net unrealized appreciation/depreciation on

Futures contracts

5,826,227 (11,132,490 ) 1,920,339 (5,201,530 )

Short-term U.S. government and agency obligations

(767 ) 76 (991 ) 464

Change in net unrealized appreciation/depreciation

5,825,460 (11,132,414 ) 1,919,348 (5,201,066 )

Net realized and unrealized gain (loss)

4,991,846 (9,266,342 ) (687,791 ) 1,101,950

Net income (loss)

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

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

$ 13.27 $ (99.01 ) $ (2.98 ) $ 10.07

Weighted-average shares outstanding (Note 1)

370,605 94,238 270,791 98,634

See accompanying notes to financial statements.

14


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 12,768,340

Addition of 337,500 shares (Note 1)

26,309,258

Redemption of 237,556 shares (Note 1)

(18,347,114 )

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

7,962,144

Net investment income (loss)

(118,156 )

Net realized gain (loss)

(2,607,139 )

Change in net unrealized appreciation/depreciation

1,919,348

Net income (loss)

(805,947 )

Shareholders’ equity, at June 30, 2013

$ 19,924,537

See accompanying notes to financial statements.

15


Table of Contents

PROSHARES ULTRASHORT DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June  30, 2013
Six months ended
June  30, 2012

Cash flow from operating activities

Net income (loss)

$ (805,947 ) $ 992,882

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(976,970 ) (1,160,325 )

Net sale (purchase) of short-term U.S. government and agency obligations

(6,462,081 ) (8,863,227 )

Change in unrealized appreciation/depreciation on investments

991 (464 )

Decrease (Increase) in receivable on futures contracts

476,449 123,128

Decrease (Increase) in Limitation by Sponsor

(13,430 )

Change in offering cost

1,879

Increase (Decrease) in management fee payable

5,063 (5,069 )

Increase (Decrease) in payable on futures contracts

758,773

Increase (Decrease) in payable for offering costs

43,768

Net cash provided by (used in) operating activities

(7,762,495 ) (8,122,085 )

Cash flow from financing activities

Proceeds from addition of shares

26,309,258 25,809,015

Payment on shares redeemed

(18,347,114 ) (20,300,520 )

Net cash provided by (used in) financing activities

7,962,144 5,508,495

Net increase (decrease) in cash

199,649 (2,613,590 )

Cash, beginning of period

310,060 2,969,266

Cash, end of period

$ 509,709 $ 355,676

See accompanying notes to financial statements.

16


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 271,918 $ 175,194

Segregated cash balances with brokers for futures contracts

17,600 14,850

Short-term U.S. government and agency obligations (Note 3) (cost $135,974,504 and $88,573,928, respectively)

135,973,947 88,575,398

Unrealized appreciation on forward agreements

51,785,690 3,729,856

Total assets

188,049,155 92,495,298

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

17,112,476

Payable on open futures contracts

2,420 3,980

Management fee payable

131,262 74,576

Total liabilities

17,246,158 78,556

Shareholders’ equity

Shareholders’ equity

170,802,997 92,416,742

Total liabilities and shareholders’ equity

$ 188,049,155 $ 92,495,298

Shares outstanding

1,496,978 1,446,978

Net asset value per share

$ 114.10 $ 63.87

Market value per share (Note 2)

$ 106.50 $ 62.60

See accompanying notes to financial statements.

17


Table of Contents

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(80% of shareholders’ equity)

U.S. Treasury Bills:

0.052% due 07/25/13†

$ 20,918,000 $ 20,917,721

0.038% due 08/29/13†

31,554,000 31,552,966

0.050% due 10/03/13†

61,476,000 61,466,368

0.050% due 10/31/13†

22,041,000 22,036,892

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

$ 135,973,947

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Gold Futures - COMEX, expires August 2013

2 $ 244,740 $ 41,240

Forward Agreements ^

Settlement Date Commitment to
(Deliver)/Receive
Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Forward agreements with Deutsche Bank AG based on 0.995 Fine Troy Ounce Gold

07/08/13 $ (160,500 ) $ (191,319,210 ) $ 30,994,698

Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold

07/08/13 (47,698 ) (56,856,970 ) 7,224,251

Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold

07/08/13 (40,400 ) (48,157,608 ) 7,403,722

Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold

07/08/13 (37,750 ) (44,998,755 ) 6,163,019

$ 51,785,690

All or partial amount pledged as collateral for forward agreements.
†† Cash collateral in the amount of $17,600 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

18


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June  30,

2013
Three months
ended June  30,

2012
Six months
ended June  30,

2013
Six months
ended June  30,
2012

Investment Income

Interest

$ 19,551 $ 24,236 $ 35,308 $ 31,155

Expenses

Management fee

368,796 327,032 595,254 676,801

Brokerage commissions

8 8 24 25

Total expenses

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

Net investment income (loss)

(349,253 ) (302,804 ) (559,970 ) (645,671 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

32,000 21,860 65,420 39,700

Forward agreements

20,826,050 3,236,377 33,676,097 1,672,552

Short-term U.S. government and agency obligations

1,604 819 1,205 843

Net realized gain (loss)

20,859,654 3,259,056 33,742,722 1,713,095

Change in net unrealized appreciation/depreciation on

Futures contracts

42,650 (7,820 ) 26,000 (45,520 )

Forward agreements

55,031,972 4,392,520 48,055,834 (28,637,853 )

Short-term U.S. government and agency obligations

(2,827 ) (184 ) (2,027 ) 6,524

Change in net unrealized appreciation/depreciation

55,071,795 4,384,516 48,079,807 (28,676,849 )

Net realized and unrealized gain (loss)

75,931,449 7,643,572 81,822,529 (26,963,754 )

Net income (loss)

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

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

$ 40.80 $ 3.76 $ 48.81 $ (13.30 )

Weighted-average shares outstanding (Note 1)

1,852,472 1,949,948 1,664,933 2,076,527

See accompanying notes to financial statements.

19


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 92,416,742

Addition of 1,200,000 shares

98,059,279

Redemption of shares 1,150,000

(100,935,583 )

Net addition (redemption) of 50,000 shares

(2,876,304 )

Net investment income (loss)

(559,970 )

Net realized gain (loss)

33,742,722

Change in net unrealized appreciation/depreciation

48,079,807

Net income (loss)

81,262,559

Shareholders’ equity, at June 30, 2013

$ 170,802,997

See accompanying notes to financial statements.

20


Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 81,262,559 $ (27,609,425 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(2,750 ) (455 )

Net sale (purchase) of short-term U.S. government and agency obligations

(47,400,576 ) 40,220,663

Change in unrealized appreciation/depreciation on investments

(48,053,807 ) 28,631,329

Increase (Decrease) in management fee payable

56,686 (21,970 )

Increase (Decrease) in payable on futures contracts

(1,560 ) 10,760

Net cash provided by (used in) operating activities

(14,139,448 ) 41,230,902

Cash flow from financing activities

Proceeds from addition of shares

98,059,279

Payment on shares redeemed

(83,823,107 ) (41,312,555 )

Net cash provided by (used in) financing activities

14,236,172 (41,312,555 )

Net increase (decrease) in cash

96,724 (81,653 )

Cash, beginning of period

175,194 330,841

Cash, end of period

$ 271,918 $ 249,188

See accompanying notes to financial statements.

21


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 235,913 $ 344,378

Segregated cash balances with brokers for futures contracts

24,750 24,200

Short-term U.S. government and agency obligations (Note 3) (cost $81,897,311 and $86,199,868, respectively)

81,895,916 86,206,701

Unrealized appreciation on forward agreements

41,146,185 19,307,685

Total assets

123,302,764 105,882,964

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

39,319,300 5,138,116

Payable on open futures contracts

9,170 2,520

Management fee payable

87,547 85,625

Total liabilities

39,416,017 5,226,261

Shareholders’ equity

Shareholders’ equity

83,886,747 100,656,703

Total liabilities and shareholders’ equity

$ 123,302,764 $ 105,882,964

Shares outstanding

758,489 1,958,489

Net asset value per share

$ 110.60 $ 51.40

Market value per share (Note 2)

$ 101.27 $ 50.07

See accompanying notes to financial statements.

22


Table of Contents

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(98% of shareholders’ equity)

U.S. Treasury Bills:

0.065% due 07/25/13

$ 10,550,000 $ 10,549,859

0.036% due 08/29/13†

15,197,000 15,196,502

0.046% due 10/03/13†

34,386,000 34,380,613

0.044% due 10/31/13

21,773,000 21,768,942

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

$ 81,895,916

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Silver Futures - COMEX, expires September 2013

2 $ 194,700 $ 23,400

Forward Agreements ^

Settlement Date Commitment to
(Deliver)/Receive
Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Forward agreements with Deutsche Bank AG based on 0.999 Fine Troy Ounce Silver

07/08/13 $ (6,443,000 ) $ (121,534,953 ) $ 26,789,324

Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver

07/08/13 (417,500 ) (7,875,344 ) 4,141,484

Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver

07/08/13 (1,728,000 ) (32,595,437 ) 6,806,911

Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver

07/08/13 (298,000 ) (5,621,204 ) 3,408,466

$ 41,146,185

All or partial amount pledged as collateral for forward agreements.
†† Cash collateral in the amount of $24,750 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

23


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June  30,

2013
Three months
ended June  30,

2012
Six months
ended June  30,

2013
Six months
ended June  30,

2012

Investment Income

Interest

$ 16,691 $ 29,103 $ 39,046 $ 44,427

Expenses

Management fee

290,088 400,447 540,615 903,594

Brokerage commissions

16 17 24 25

Total expenses

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

Net investment income (loss)

(273,413 ) (371,361 ) (501,593 ) (859,192 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

93,800 51,500 125,740 53,400

Forward agreements

51,521,527 39,011,375 80,694,099 3,325,061

Short-term U.S. government and agency obligations

1,956 1,632 3,097 (42 )

Net realized gain (loss)

51,617,283 39,064,507 80,822,936 3,378,419

Change in net unrealized appreciation/depreciation on

Futures contracts

(4,120 ) (1,780 ) (16,620 ) (48,820 )

Forward agreements

40,890,897 13,286,817 21,838,500 (21,008,895 )

Short-term U.S. government and agency obligations

(4,874 ) (1,835 ) (8,228 ) 8,972

Change in net unrealized appreciation/depreciation

40,881,903 13,283,202 21,813,652 (21,048,743 )

Net realized and unrealized gain (loss)

92,499,186 52,347,709 102,636,588 (17,670,324 )

Net income (loss)

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

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

$ 57.16 $ 18.62 $ 54.51 $ (5.52 )

Weighted-average shares outstanding (Note 1)

1,613,434 2,791,342 1,873,682 3,355,273

See accompanying notes to financial statements.

24


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 100,656,703

Addition of 1,500,000 shares

95,085,247

Redemption of 2,700,000 shares

(213,990,198 )

Net addition (redemption) of (1,200,000) shares

(118,904,951 )

Net investment income (loss)

(501,593 )

Net realized gain (loss)

80,822,936

Change in net unrealized appreciation/depreciation

21,813,652

Net income (loss)

102,134,995

Shareholders’ equity, at June 30, 2013

$ 83,886,747

See accompanying notes to financial statements.

25


Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 102,134,995 $ (18,529,516 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(550 ) 5,340

Net sale (purchase) of short-term U.S. government and agency obligations

4,302,557 76,411,626

Change in unrealized appreciation/depreciation on investments

(21,830,272 ) 20,999,923

Increase (Decrease) in management fee payable

1,922 (62,866 )

Increase (Decrease) in payable on futures contracts

6,650 13,210

Net cash provided by (used in) operating activities

84,615,302 78,837,717

Cash flow from financing activities

Proceeds from addition of shares

95,085,247 236,731,671

Payment on shares redeemed

(179,809,014 ) (315,660,119 )

Net cash provided by (used in) financing activities

(84,723,767 ) (78,928,448 )

Net increase (decrease) in cash

(108,465 ) (90,731 )

Cash, beginning of period

344,378 648,166

Cash, end of period

$ 235,913 $ 557,435

See accompanying notes to financial statements.

26


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 447,495 $ 302,359

Segregated cash balances with brokers for futures contracts

56,925 63,250

Short-term U.S. government and agency obligations (Note 3) (cost $3,316,853 and $3,409,716, respectively)

3,316,934 3,409,904

Receivable on open futures contracts

8,338 6,612

Receivable from Sponsor

30,376

Offering costs (Note 5)

19,770

Limitation by Sponsor

2,145

Total assets

3,860,068 3,804,040

Liabilities and shareholders’ equity

Liabilities

Management fee payable

493

Payable for offering costs

66,741 41,000

Total liabilities

67,234 41,000

Shareholders’ equity

Shareholders’ equity

3,792,834 3,763,040

Total liabilities and shareholders’ equity

$ 3,860,068 $ 3,804,040

Shares outstanding

100,005 100,005

Net asset value per share

$ 37.93 $ 37.63

Market value per share (Note 2)

$ 38.01 $ 37.64

See accompanying notes to financial statements.

27


Table of Contents

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(87% of shareholders’ equity)

U.S. Treasury Bills:

0.060% due 07/25/13

$ 3,163,000 $ 3,162,958

0.050% due 10/03/13

154,000 153,976

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

$ 3,316,934

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Euro Fx Currency Futures - CME, expires September 2013

23 $ 3,744,113 $ 67,613

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

See accompanying notes to financial statements.

28


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 511 $ $ 1,025 $

Expenses

Management fee

493 493

Brokerage commissions

114 63 230 63

Offering costs

35,401 562 45,511 562

Limitation by Sponsor

(26,925 ) (148 ) (28,232 ) (148 )

Total expenses

9,083 477 18,002 477

Net investment income (loss)

(8,572 ) (477 ) (16,977 ) (477 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(67,938 ) (2,000 ) (75,938 ) (2,000 )

Short-term U.S. government and agency obligations

5 147

Net realized gain (loss)

(67,933 ) (2,000 ) (75,791 ) (2,000 )

Change in net unrealized appreciation/depreciation on

Futures contracts

5,900 (50,313 ) 122,669 (50,313 )

Short-term U.S. government and agency obligations

53 (107 )

Change in net unrealized appreciation/depreciation

5,953 (50,313 ) 122,562 (50,313 )

Net realized and unrealized gain (loss)

(61,980 ) (52,313 ) 46,771 (52,313 )

Net income (loss)

$ (70,552 ) $ (52,790 ) $ 29,794 $ (52,790 )

Net income (loss) per weighted-average share

$ (0.71 ) $ (0.66 ) $ 0.30 $ (0.66 )

Weighted-average shares outstanding

100,005 80,005 100,005 80,005

See accompanying notes to financial statements.

29


Table of Contents

PROSHARES SHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 3,763,040

Net investment income (loss)

(16,977 )

Net realized gain (loss)

(75,791 )

Change in net unrealized appreciation/depreciation

122,562

Net income (loss)

29,794

Shareholders’ equity, at June 30, 2013

$ 3,792,834

See accompanying notes to financial statements.

30


Table of Contents

PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 29,794 $ (52,790 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

6,325 (101,875 )

Net sale (purchase) of short-term U.S. government and agency obligations

92,863

Change in unrealized appreciation/depreciation on investments

107

Decrease (Increase) in receivable on futures contracts

(1,726 )

Decrease (Increase) in receivable from Sponsor

(30,376 )

Decrease (Increase) in Limitation by Sponsor

2,145 (148 )

Change in offering cost

19,770 (40,438 )

Increase (Decrease) in management fee payable

493

Increase (Decrease) in payable on futures contracts

53,765

Increase (Decrease) in payable for offering costs

25,741 41,000

Net cash provided by (used in) operating activities

145,136 (100,486 )

Cash flow from financing activities

Proceeds from addition of shares

4,000,000

Net cash provided by (used in) financing activities

4,000,000

Net increase (decrease) in cash

145,136 3,899,514

Cash, beginning of period

302,359 200

Cash, end of period

$ 447,495 $ 3,899,714

See accompanying notes to financial statements.

31


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 2,103,377 $ 361,157

Segregated cash balances with brokers for futures contracts

1,030,656 144,540

Short-term U.S. government and agency obligations (Note 3) (cost $19,591,538 and $3,302,725, respectively)

19,591,494 3,302,907

Receivable on open futures contracts

533,851

Offering costs (Note 5)

2,926 22,129

Limitation by Sponsor

10,293 2,216

Total assets

23,272,597 3,832,949

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

10,950

Payable for offering costs

66,741 41,000

Total liabilities

66,741 51,950

Shareholders’ equity

Shareholders’ equity

23,205,856 3,780,999

Total liabilities and shareholders’ equity

$ 23,272,597 $ 3,832,949

Shares outstanding

500,005 100,005

Net asset value per share

$ 46.41 $ 37.81

Market value per share (Note 2)

$ 46.54 $ 37.74

See accompanying notes to financial statements.

32


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(84% of shareholders’ equity)

U.S. Treasury Bills:

0.060% due 07/25/13

$ 2,943,000 $ 2,942,961

0.032% due 08/29/13

9,216,000 9,215,698

0.044% due 10/03/13

7,434,000 7,432,835

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

$ 19,591,494

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Australian Dollar Fx Currency Futures - CME, expires September 2013

512 $ 46,627,840 $ 1,398,641

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

See accompanying notes to financial statements.

33


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Three months ended
June 30, 2013
Six months ended
June 30, 2013

Investment Income

Interest

$ 1,111 $ 1,609

Expenses

Brokerage commissions

3,381 3,779

Offering costs

34,834 44,944

Limitation by Sponsor

(6,735 ) (8,076 )

Total expenses

31,480 40,647

Net investment income (loss)

(30,369 ) (39,038 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

1,793,067 1,905,097

Short-term U.S. government and agency obligations

26 161

Net realized gain (loss)

1,793,093 1,905,258

Change in net unrealized appreciation/depreciation on

Futures contracts

1,508,211 1,313,051

Short-term U.S. government and agency obligations

(67 ) (226 )

Change in net unrealized appreciation/depreciation

1,508,144 1,312,825

Net realized and unrealized gain (loss)

3,301,237 3,218,083

Net income (loss)

$ 3,270,868 $ 3,179,045

Net income (loss) per weighted-average share

$ 11.63 $ 16.63

Weighted-average shares outstanding

281,324 191,165

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

See accompanying notes to financial statements.

34


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 3,780,999

Addition of 400,000 shares

16,245,812

Net investment income (loss)

(39,038 )

Net realized gain (loss)

1,905,258

Change in net unrealized appreciation/depreciation

1,312,825

Net income (loss)

3,179,045

Shareholders’ equity, at June 30, 2013

$ 23,205,856

See accompanying notes to financial statements.

35


Table of Contents

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR*

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Six months ended
June 30, 2013

Cash flow from operating activities

Net income (loss)

$ 3,179,045

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(886,116 )

Net sale (purchase) of short-term U.S. government and agency obligations

(16,288,813 )

Change in unrealized appreciation/depreciation on investments

226

Decrease (Increase) in receivable on futures contracts

(533,851 )

Decrease (Increase) in Limitation by Sponsor

(8,077 )

Change in offering cost

19,203

Increase (Decrease) in payable on futures contracts

(10,950 )

Increase (Decrease) in payable for offering costs

25,741

Net cash provided by (used in) operating activities

(14,503,592 )

Cash flow from financing activities

Proceeds from addition of shares

16,245,812

Net cash provided by (used in) financing activities

16,245,812

Net increase (decrease) in cash

1,742,220

Cash, beginning of period

361,157

Cash, end of period

$ 2,103,377

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

See accompanying notes to financial statements.

36


Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 259,242 $ 276,372

Short-term U.S. government and agency obligations (Note 3) (cost $519,068,669 and $553,417,216, respectively)

519,058,420 553,430,562

Unrealized appreciation on foreign currency forward contracts

6,401,815 251,047

Total assets

525,719,477 553,957,981

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

14,439,668 13,282,209

Management fee payable

395,914 499,127

Unrealized depreciation on foreign currency forward contracts

1,655,091 13,398,619

Total liabilities

16,490,673 27,179,955

Shareholders’ equity

Shareholders’ equity

509,228,804 526,778,026

Total liabilities and shareholders’ equity

$ 525,719,477 $ 553,957,981

Shares outstanding

26,400,014 27,700,014

Net asset value per share

$ 19.29 $ 19.02

Market value per share (Note 2)

$ 19.29 $ 19.01

See accompanying notes to financial statements.

37


Table of Contents

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(102% of shareholders’ equity)

U.S. Treasury Bills:

0.010% due 07/25/13†

$ 228,409,000 $ 228,405,955

0.038% due 08/29/13†

19,350,000 19,349,366

0.049% due 10/03/13†

22,750,000 22,746,436

0.045% due 10/31/13

248,603,000 248,556,663

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

$ 519,058,420

Foreign Currency Forward Contracts^

Settlement Date Local Currency Notional Amount
at Value (USD)
Unrealized
Appreciation
(Depreciation)

Contracts to Purchase

Euro with Goldman Sachs International

07/12/13 44,814,400 $ 58,332,335 $ (783,826 )

Euro with UBS AG

07/12/13 34,423,300 44,806,836 (871,265 )

$ (1,655,091 )

Contracts to Sell

Euro with Goldman Sachs International

07/12/13 (422,574,325 ) $ (550,040,774 ) $ 3,121,033

Euro with UBS AG

07/12/13 (439,602,400 ) (572,205,246 ) 3,280,782

$ 6,401,815

All or partial amount pledged as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

38


Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 52,873 $ 151,290 $ 140,103 $ 199,019

Expenses

Management fee

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

Total expenses

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

Net investment income (loss)

(1,151,118 ) (1,941,599 ) (2,244,231 ) (4,094,137 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(8,147,050 ) 82,141,512 (11,096,730 ) 120,954,100

Short-term U.S. government and agency obligations

4,812 1,301 4,419 (435 )

Net realized gain (loss)

(8,142,238 ) 82,142,813 (11,092,311 ) 120,953,665

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(8,918,725 ) 8,466,287 17,894,296 (90,022,265 )

Short-term U.S. government and agency obligations

(22,855 ) 11,912 (23,595 ) 49,354

Change in net unrealized appreciation/depreciation

(8,941,580 ) 8,478,199 17,870,701 (89,972,911 )

Net realized and unrealized gain (loss)

(17,083,818 ) 90,621,012 6,778,390 30,980,754

Net income (loss)

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

Net income (loss) per weighted-average share

$ (0.69 ) $ 2.04 $ 0.17 $ 0.59

Weighted-average shares outstanding

26,443,421 43,416,498 26,524,876 45,267,871

See accompanying notes to financial statements.

39


Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 526,778,026

Addition of 4,850,000 shares

93,103,875

Redemption of 6,150,000 shares

(115,187,256 )

Net addition (redemption) of (1,300,000) shares

(22,083,381 )

Net investment income (loss)

(2,244,231 )

Net realized gain (loss)

(11,092,311 )

Change in net unrealized appreciation/depreciation

17,870,701

Net income (loss)

4,534,159

Shareholders’ equity, at June 30, 2013

$ 509,228,804

See accompanying notes to financial statements.

40


Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 4,534,159 $ 26,886,617

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

34,348,547 110,248,380

Change in unrealized appreciation/depreciation on investments

(17,870,701 ) 89,972,911

Increase (Decrease) in management fee payable

(103,213 ) (157,836 )

Net cash provided by (used in) operating activities

20,908,792 226,950,072

Cash flow from financing activities

Proceeds from addition of shares

93,103,875 214,033,529

Payment on shares redeemed

(114,029,797 ) (440,635,501 )

Net cash provided by (used in) financing activities

(20,925,922 ) (226,601,972 )

Net increase (decrease) in cash

(17,130 ) 348,100

Cash, beginning of period

276,372 102,088

Cash, end of period

$ 259,242 $ 450,188

See accompanying notes to financial statements.

41


Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 544,997 $ 363,826

Short-term U.S. government and agency obligations (Note 3) (cost $542,421,891 and $362,731,936, respectively)

542,423,314 362,743,231

Unrealized appreciation on foreign currency forward contracts

2,828,827 38,346,817

Receivable from capital shares sold

7,613,633

Total assets

545,797,138 409,067,507

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

12,821,996

Management fee payable

385,045 271,235

Unrealized depreciation on foreign currency forward contracts

6,956,913 232,642

Total liabilities

20,163,954 503,877

Shareholders’ equity

Shareholders’ equity

525,633,184 408,563,630

Total liabilities and shareholders’ equity

$ 545,797,138 $ 409,067,507

Shares outstanding

8,199,294 8,049,294

Net asset value per share

$ 64.11 $ 50.76

Market value per share (Note 2)

$ 64.08 $ 50.77

See accompanying notes to financial statements.

42


Table of Contents

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(103% of shareholders’ equity)

U.S. Treasury Bills:

0.058% due 07/25/13†

$ 219,048,000 $ 219,045,080

0.034% due 08/29/13†

137,529,000 137,524,492

0.044% due 10/03/13†

147,681,000 147,657,863

0.045% due 10/31/13

38,203,000 38,195,879

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

$ 542,423,314

Foreign Currency Forward Contracts^

Settlement Date Local Currency Notional Amount
at Value (USD)
Unrealized
Appreciation
(Depreciation)

Contracts to Purchase

Yen with Goldman Sachs International

07/12/13 8,350,733,600 $ 84,194,393 $ (2,932,909 )

Yen with UBS AG

07/12/13 16,247,876,600 163,815,560 (3,766,660 )

$ (6,699,569 )

Contracts to Sell

Yen with Goldman Sachs International

07/12/13 (62,614,065,100 ) $ (631,292,223 ) $ 2,828,827

Yen with UBS AG

07/12/13 (66,314,387,400 ) (668,599,890 ) (257,344 )

$ 2,571,483

All or partial amount pledged as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

43


Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 61,098 $ 42,631 $ 130,590 $ 63,202

Expenses

Management fee

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

Total expenses

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

Net investment income (loss)

(1,178,365 ) (529,790 ) (2,113,971 ) (1,099,015 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

48,138,405 (10,400,196 ) 145,024,702 10,452,808

Short-term U.S. government and agency obligations

5,480 997 4,818 692

Net realized gain (loss)

48,143,885 (10,399,199 ) 145,029,520 10,453,500

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

(6,860,712 ) (8,995,775 ) (42,242,261 ) 8,437,864

Short-term U.S. government and agency obligations

(6,064 ) (1,920 ) (9,872 ) 8,066

Change in net unrealized appreciation/depreciation

(6,866,776 ) (8,997,695 ) (42,252,133 ) 8,445,930

Net realized and unrealized gain (loss)

41,277,109 (19,396,894 ) 102,777,387 18,899,430

Net income (loss)

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

Net income (loss) per weighted-average share

$ 4.93 $ (3.60 ) $ 12.85 $ 3.16

Weighted-average shares outstanding

8,141,052 5,531,162 7,833,548 5,639,679

See accompanying notes to financial statements.

44


Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 408,563,630

Addition of 4,200,000 shares

265,669,124

Redemption of 4,050,000 shares

(249,262,986 )

Net addition (redemption) of 150,000 shares

16,406,138

Net investment income (loss)

(2,113,971 )

Net realized gain (loss)

145,029,520

Change in net unrealized appreciation/depreciation

(42,252,133 )

Net income (loss)

100,663,416

Shareholders’ equity, at June 30, 2013

$ 525,633,184

See accompanying notes to financial statements.

45


Table of Contents

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 100,663,416 $ 17,800,415

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

(179,689,955 ) (7,168,124 )

Change in unrealized appreciation/depreciation on investments

42,252,133 (8,445,930 )

Increase (Decrease) in management fee payable

113,810 (3,068 )

Net cash provided by (used in) operating activities

(36,660,596 ) 2,183,293

Cash flow from financing activities

Proceeds from addition of shares

273,282,757 106,973,203

Payment on shares redeemed

(236,440,990 ) (108,952,279 )

Net cash provided by (used in) financing activities

36,841,767 (1,979,076 )

Net increase (decrease) in cash

181,171 204,217

Cash, beginning of period

363,826 22,338

Cash, end of period

$ 544,997 $ 226,555

See accompanying notes to financial statements.

46


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 127,273 $ 167,546

Short-term U.S. government and agency obligations (Note 3) (cost $4,199,570 and $6,240,818, respectively)

4,199,586 6,240,951

Total assets

4,326,859 6,408,497

Liabilities and shareholders’ equity

Liabilities

Management fee payable

3,257 5,018

Unrealized depreciation on swap agreements

471,275 306,268

Total liabilities

474,532 311,286

Shareholders’ equity

Shareholders’ equity

3,852,327 6,097,211

Total liabilities and shareholders’ equity

$ 4,326,859 $ 6,408,497

Shares outstanding

200,014 250,014

Net asset value per share

$ 19.26 $ 24.39

Market value per share (Note 2)

$ 18.96 $ 23.93

See accompanying notes to financial statements.

47


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(109% of shareholders’ equity)

U.S. Treasury Bills:

0.058% due 07/25/13†

$ 1,428,000 $ 1,427,981

0.038% due 08/29/13†

693,000 692,977

0.050% due 10/03/13†

520,000 519,919

0.050% due 10/31/13

1,559,000 1,558,709

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

$ 4,199,586

Swap Agreements^

Termination Date Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Swap agreement with Deutsche Bank AG based on Dow Jones-UBS Commodity Index

07/08/13 $ 1,822,734 $ (109,267 )

Swap agreement with Goldman Sachs International based on Dow Jones-UBS Commodity Index

07/08/13 3,776,452 (232,010 )

Swap agreement with UBS AG based on Dow Jones-UBS Commodity Index

07/08/13 2,113,290 (129,998 )

$ (471,275 )

All or partial amount pledged as collateral for swap agreements.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

48


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 664 $ 1,404 $ 1,414 $ 1,929

Expenses

Management fee

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

Total expenses

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

Net investment income (loss)

(9,573 ) (18,004 ) (21,202 ) (40,017 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Swap agreements

(274,078 ) (1,858,138 ) (782,975 ) (2,180,586 )

Short-term U.S. government and agency obligations

14 30

Net realized gain (loss)

(274,064 ) (1,858,138 ) (782,945 ) (2,180,586 )

Change in net unrealized appreciation/depreciation on

Swap agreements

(586,322 ) 972,171 (165,007 ) 1,393,496

Short-term U.S. government and agency obligations

(45 ) (119 ) (117 ) 308

Change in net unrealized appreciation/depreciation

(586,367 ) 972,052 (165,124 ) 1,393,804

Net realized and unrealized gain (loss)

(860,431 ) (886,086 ) (948,069 ) (786,782 )

Net income (loss)

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

Net income (loss) per weighted-average share

$ (4.35 ) $ (2.58 ) $ (4.65 ) $ (2.36 )

Weighted-average shares outstanding

200,014 350,014 208,578 350,014

See accompanying notes to financial statements.

49


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 6,097,211

Redemption of 50,000 shares

(1,275,613 )

Net investment income (loss)

(21,202 )

Net realized gain (loss)

(782,945 )

Change in net unrealized appreciation/depreciation

(165,124 )

Net income (loss)

(969,271 )

Shareholders’ equity, at June 30, 2013

$ 3,852,327

See accompanying notes to financial statements.

50


Table of Contents

PROSHARES ULTRA DJ-UBS COMMODITY

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ (969,271 ) $ (826,799 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

2,041,248 2,383,060

Change in unrealized appreciation/depreciation on investments

165,124 (1,393,804 )

Increase (Decrease) in management fee payable

(1,761 ) (1,589 )

Net cash provided by (used in) operating activities

1,235,340 160,868

Cash flow from financing activities

Payment on shares redeemed

(1,275,613 )

Net cash provided by (used in) financing activities

(1,275,613 )

Net increase (decrease) in cash

(40,273 ) 160,868

Cash, beginning of period

167,546 59,453

Cash, end of period

$ 127,273 $ 220,321

See accompanying notes to financial statements.

51


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 1,044,661 $ 2,198,932

Segregated cash balances with brokers for futures contracts

6,576,955 23,356,627

Short-term U.S. government and agency obligations (Note 3) (cost $207,731,082 and $437,644,628, respectively)

207,733,071 437,662,650

Unrealized appreciation on swap agreements

4,186,474 33,333,620

Receivable on open futures contracts

3,430,415

Total assets

219,541,161 499,982,244

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

16,071,243

Payable on open futures contracts

702,657

Management fee payable

193,390 402,037

Total liabilities

896,047 16,473,280

Shareholders’ equity

Shareholders’ equity

218,645,114 483,508,964

Total liabilities and shareholders’ equity

$ 219,541,161 $ 499,982,244

Shares outstanding

7,249,170 16,449,170

Net asset value per share

$ 30.16 $ 29.39

Market value per share (Note 2)

$ 30.11 $ 29.32

See accompanying notes to financial statements.

52


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(95% of shareholders’ equity)

U.S. Treasury Bills:

0.051% due 07/25/13†

$ 131,096,000 $ 131,094,253

0.043% due 08/29/13†

32,495,000 32,493,935

0.042% due 10/03/13†

37,452,000 37,446,132

0.045% due 10/31/13†

6,700,000 6,698,751

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

$ 207,733,071

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Crude Oil - NYMEX, expires September 2013

1,553 $ 149,771,320 $ 312,348

Swap Agreements^

Termination Date Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Swap agreement with Deutsche Bank AG based on Dow Jones-UBS WTI Crude Oil Sub-Index

07/08/13 $ 62,000,092 $ 892,115

Swap agreement with Goldman Sachs International based on Dow Jones-UBS WTI Crude Oil Sub-Index

07/08/13 91,806,162 2,304,658

Swap agreement with Societe Generale S.A. based on Dow Jones-UBS WTI Crude Oil Sub-Index

07/08/13 36,864,746 242,147

Swap agreement with UBS AG based on Dow Jones-UBS Crude WTI Oil Sub-Index

07/08/13 96,863,044 747,554

$ 4,186,474

All or partial amount pledged as collateral for swap agreements.
†† Cash collateral in the amount of $6,576,955 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

53


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 38,629 $ 50,164 $ 101,903 $ 63,252

Expenses

Management fee

670,575 705,397 1,510,962 1,353,126

Brokerage commissions

23,394 24,244 38,311 33,921

Total expenses

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

Net investment income (loss)

(655,340 ) (679,477 ) (1,447,370 ) (1,323,795 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

3,790,456 (43,010,826 ) 43,537,640 (42,969,389 )

Swap agreements

16,943,213 (69,149,030 ) 43,760,354 (53,646,332 )

Short-term U.S. government and agency obligations

9,883 2,955 8,850 2,813

Net realized gain (loss)

20,743,552 (112,156,901 ) 87,306,844 (96,612,908 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(1,050,168 ) 5,283,890 (21,648,062 ) 11,501,350

Swap agreements

(21,007,097 ) 11,098,422 (29,147,146 ) 13,970,590

Short-term U.S. government and agency obligations

(4,574 ) 8,614 (16,033 ) 20,114

Change in net unrealized appreciation/depreciation

(22,061,839 ) 16,390,926 (50,811,241 ) 25,492,054

Net realized and unrealized gain (loss)

(1,318,287 ) (95,765,975 ) 36,495,603 (71,120,854 )

Net income (loss)

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

Net income (loss) per weighted-average share

$ (0.20 ) $ (10.57 ) $ 3.26 $ (9.40 )

Weighted-average shares outstanding

9,729,390 9,122,796 10,736,739 7,710,434

See accompanying notes to financial statements.

54


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 483,508,964

Addition of 6,700,000 shares

182,677,095

Redemption of 15,900,000 shares

(482,589,178 )

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

(299,912,083 )

Net investment income (loss)

(1,447,370 )

Net realized gain (loss)

87,306,844

Change in net unrealized appreciation/depreciation

(50,811,241 )

Net income (loss)

35,048,233

Shareholders’ equity, at June 30, 2013

$ 218,645,114

See accompanying notes to financial statements.

55


Table of Contents

PROSHARES ULTRA DJ-UBS CRUDE OIL

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 35,048,233 $ (72,444,649 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

16,779,672 (12,370,270 )

Net sale (purchase) of short-term U.S. government and agency obligations

229,913,546 (173,060,277 )

Change in unrealized appreciation/depreciation on investments

29,163,179 (13,990,704 )

Decrease (Increase) in receivable on futures contracts

3,430,415 (32,740,847 )

Increase (Decrease) in management fee payable

(208,647 ) 65,413

Increase (Decrease) in payable on futures contracts

702,657

Net cash provided by (used in) operating activities

314,829,055 (304,541,334 )

Cash flow from financing activities

Proceeds from addition of shares

182,677,095 479,322,944

Payment on shares redeemed

(498,660,421 ) (174,437,259 )

Net cash provided by (used in) financing activities

(315,983,326 ) 304,885,685

Net increase (decrease) in cash

(1,154,271 ) 344,351

Cash, beginning of period

2,198,932 495,671

Cash, end of period

$ 1,044,661 $ 840,022

See accompanying notes to financial statements.

56


Table of Contents

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 1,819,984 $ 3,385,764

Segregated cash balances with brokers for futures contracts

5,860,800 10,264,090

Short-term U.S. government and agency obligations (Note 3) (cost $34,895,166 and $64,312,441, respectively)

34,894,234 64,313,224

Total assets

42,575,018 77,963,078

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

401,083 4,891,783

Management fee payable

31,034 51,925

Total liabilities

432,117 4,943,708

Shareholders’ equity

Shareholders’ equity

42,142,901 73,019,370

Total liabilities and shareholders’ equity

$ 42,575,018 $ 77,963,078

Shares outstanding

1,169,941 1,869,941

Net asset value per share

$ 36.02 $ 39.05

Market value per share (Note 2)

$ 36.26 $ 39.24

See accompanying notes to financial statements.

57


Table of Contents

PROSHARES ULTRA DJ-UBS NATURAL GAS

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(83% of shareholders’ equity)

U.S. Treasury Bills:

0.055% due 07/25/13

$ 1,588,000 $ 1,587,979

0.038% due 08/29/13

4,976,000 4,975,837

0.045% due 10/03/13

23,539,000 23,535,312

0.044% due 10/31/13

4,796,000 4,795,106

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

$ 34,894,234

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Natural Gas - NYMEX, expires September 2013

2,368 $ 84,277,120 $ (5,946,238 )

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

See accompanying notes to financial statements.

58


Table of Contents

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 4,949 $ 6,879 $ 16,626 $ 8,998

Expenses

Management fee

93,177 75,830 269,790 123,202

Brokerage commissions

23,462 43,045 56,397 59,119

Offering costs

39,029 45,648

Total expenses

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

Net investment income (loss)

(111,690 ) (151,025 ) (309,561 ) (218,971 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

9,153,747 (21,504,204 ) 14,901,941 (26,662,775 )

Short-term U.S. government and agency obligations

2,584 1,135 3,777 1,254

Net realized gain (loss)

9,156,331 (21,503,069 ) 14,905,718 (26,661,521 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(19,990,856 ) 34,960,080 (2,129,288 ) 19,416,770

Short-term U.S. government and agency obligations

(2,990 ) 1,064 (1,715 ) 1,894

Change in net unrealized appreciation/depreciation

(19,993,846 ) 34,961,144 (2,131,003 ) 19,418,664

Net realized and unrealized gain (loss)

(10,837,515 ) 13,458,075 12,774,715 (7,242,857 )

Net income (loss)

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

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

$ (13.32 ) $ 10.57 $ 9.17 $ (8.94 )

Weighted-average shares outstanding (Note 1)

822,139 1,258,547 1,359,168 834,329

See accompanying notes to financial statements.

59


Table of Contents

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 73,019,370

Addition of 1,650,000 shares

64,246,608

Redemption of 2,350,000 shares

(107,588,231 )

Net addition (redemption) of (700,000) shares

(43,341,623 )

Net investment income (loss)

(309,561 )

Net realized gain (loss)

14,905,718

Change in net unrealized appreciation/depreciation

(2,131,003 )

Net income (loss)

12,465,154

Shareholders’ equity, at June 30, 2013

$ 42,142,901

See accompanying notes to financial statements.

60


Table of Contents

PROSHARES ULTRA DJ-UBS NATURAL GAS

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 12,465,154 $ (7,461,828 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

4,403,290 (11,205,891 )

Net sale (purchase) of short-term U.S. government and agency obligations

29,417,275 (46,184,173 )

Change in unrealized appreciation/depreciation on investments

1,715 (1,894 )

Decrease (Increase) in receivable on futures contracts

(4,399,785 )

Change in offering cost

1,879

Increase (Decrease) in management fee payable

(20,891 ) 14,122

Increase (Decrease) in payable on futures contracts

(4,490,700 )

Increase (Decrease) in payable for offering costs

43,768

Net cash provided by (used in) operating activities

41,775,843 (69,193,802 )

Cash flow from financing activities

Proceeds from addition of shares

64,246,608 68,265,160

Payment on shares redeemed

(107,588,231 ) (2,840 )

Net cash provided by (used in) financing activities

(43,341,623 ) 68,262,320

Net increase (decrease) in cash

(1,565,780 ) (931,482 )

Cash, beginning of period

3,385,764 3,361,868

Cash, end of period

$ 1,819,984 $ 2,430,386

See accompanying notes to financial statements.

61


Table of Contents

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION

June 30,  2013
(unaudited)
December 31, 2012

Assets

Cash

$ 190,622 $ 342,345

Segregated cash balances with brokers for futures contracts

17,600 14,850

Short-term U.S. government and agency obligations (Note 3) (cost $191,167,836 and $350,608,755, respectively)

191,165,003 350,624,904

Receivable from capital shares sold

2,084,318

Receivable on open futures contracts

2,420 3,980

Total assets

193,459,963 350,986,079

Liabilities and shareholders’ equity

Liabilities

Management fee payable

140,059 279,269

Unrealized depreciation on forward agreements

53,705,404 15,652,058

Total liabilities

53,845,463 15,931,327

Shareholders’ equity

Shareholders’ equity

139,614,500 335,054,752

Total liabilities and shareholders’ equity

$ 193,459,963 $ 350,986,079

Shares outstanding

3,350,014 4,000,014

Net asset value per share

$ 41.68 $ 83.76

Market value per share (Note 2)

$ 44.63 $ 85.34

See accompanying notes to financial statements.

62


Table of Contents

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(137% of shareholders’ equity)

U.S. Treasury Bills:

0.051% due 07/25/13

$ 2,798,000 $ 2,797,963

0.039% due 08/29/13†

34,799,000 34,797,859

0.045% due 10/03/13†

60,894,000 60,884,460

0.050% due 10/31/13†

92,702,000 92,684,721

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

$ 191,165,003

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Gold Futures - COMEX, expires August 2013

2 $ 244,740 $ (41,260 )

Forward Agreements^

Settlement Date Commitment to
(Deliver)/Receive
Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Forward agreements with Deutsche Bank AG based on 0.995 Fine Troy Ounce Gold

07/08/13 $ 162,700 $ 193,941,654 $ (34,265,059 )

Forward agreements with Goldman Sachs International based on 0.995 Fine Troy Ounce Gold

07/08/13 20,320 24,221,846 (7,468,030 )

Forward agreements with Societe Generale S.A. based on 0.995 Fine Troy Ounce Gold

07/08/13 29,300 34,926,186 (6,059,415 )

Forward agreements with UBS AG based on 0.995 Fine Troy Ounce Gold

07/08/13 21,700 25,866,834 (5,912,900 )

$ (53,705,404 )

All or partial amount pledged as collateral for forward agreements.
†† Cash collateral in the amount of $17,600 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

63


Table of Contents

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended

June 30, 2013
Three months
ended

June  30, 2012
Six months
ended

June 30, 2013
Six months
ended

June  30, 2012

Investment Income

Interest

$ 41,790 $ 61,509 $ 100,868 $ 88,900

Expenses

Management fee

519,993 815,451 1,282,605 1,721,175

Brokerage commissions

8 9 24 25

Total expenses

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

Net investment income (loss)

(478,211 ) (753,951 ) (1,181,761 ) (1,632,300 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(32,040 ) (21,840 ) (65,540 ) (39,480 )

Forward agreements

(67,976,609 ) (20,380,704 ) (118,358,314 ) (50,221,860 )

Short-term U.S. government and agency obligations

5,838 521 8,497 634

Net realized gain (loss)

(68,002,811 ) (20,402,023 ) (118,415,357 ) (50,260,706 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(42,640 ) 7,860 (26,020 ) 45,420

Forward agreements

(62,927,844 ) (12,231,525 ) (38,053,346 ) 64,192,809

Short-term U.S. government and agency obligations

(10,396 ) (1,540 ) (18,982 ) 11,664

Change in net unrealized appreciation/depreciation

(62,980,880 ) (12,225,205 ) (38,098,348 ) 64,249,893

Net realized and unrealized gain (loss)

(130,983,691 ) (32,627,228 ) (156,513,705 ) 13,989,187

Net income (loss)

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

Net income (loss) per weighted-average share

$ (36.33 ) $ (7.92 ) $ (41.23 ) $ 2.93

Weighted-average shares outstanding

3,618,146 4,213,750 3,825,152 4,213,476

See accompanying notes to financial statements.

64


Table of Contents

PROSHARES ULTRA GOLD

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 335,054,752

Addition of 200,000 shares

12,568,038

Redemption of 850,000 shares

(50,312,824 )

Net addition (redemption) of (650,000) shares

(37,744,786 )

Net investment income (loss)

(1,181,761 )

Net realized gain (loss)

(118,415,357 )

Change in net unrealized appreciation/depreciation

(38,098,348 )

Net income (loss)

(157,695,466 )

Shareholders’ equity, at June 30, 2013

$ 139,614,500

See accompanying notes to financial statements.

65


Table of Contents

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ (157,695,466 ) $ 12,356,887

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(2,750 ) 4,725

Net sale (purchase) of short-term U.S. government and agency obligations

159,440,919 51,791,803

Change in unrealized appreciation/depreciation on investments

38,072,328 (64,204,473 )

Decrease (Increase) in receivable on futures contracts

1,560 (10,220 )

Increase (Decrease) in management fee payable

(139,210 ) (45,607 )

Net cash provided by (used in) operating activities

39,677,381 (106,885 )

Cash flow from financing activities

Proceeds from addition of shares

10,483,720 47,944,608

Payment on shares redeemed

(50,312,824 ) (47,891,176 )

Net cash provided by (used in) financing activities

(39,829,104 ) 53,432

Net increase (decrease) in cash

(151,723 ) (53,453 )

Cash, beginning of period

342,345 400,533

Cash, end of period

$ 190,622 $ 347,080

See accompanying notes to financial statements.

66


Table of Contents

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 585,257 $ 890,051

Segregated cash balances with brokers for futures contracts

24,750 24,200

Short-term U.S. government and agency obligations (Note 3) (cost $585,910,461 and $891,006,493, respectively)

585,906,874 891,057,386

Receivable from capital shares sold

16,267,836 2,148,957

Receivable on open futures contracts

9,170 2,520

Total assets

602,793,887 894,123,114

Liabilities and shareholders’ equity

Liabilities

Management fee payable

387,076 657,008

Unrealized depreciation on forward agreements

176,550,859 145,740,706

Total liabilities

176,937,935 146,397,714

Shareholders’ equity

Shareholders’ equity

425,855,952 747,725,400

Total liabilities and shareholders’ equity

$ 602,793,887 $ 894,123,114

Shares outstanding

27,050,028 17,400,028

Net asset value per share

$ 15.74 $ 42.97

Market value per share (Note 2)

$ 17.00 $ 44.10

See accompanying notes to financial statements.

67


Table of Contents

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(138% of shareholders’ equity)

U.S. Treasury Bills:

0.057% due 07/25/13†

$ 214,748,000 $ 214,745,137

0.031% due 08/29/13†

58,972,000 58,970,067

0.046% due 10/03/13†

231,119,000 231,082,791

0.050% due 10/31/13†

81,124,000 81,108,879

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

$ 585,906,874

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Silver Futures - COMEX, expires September 2013

2 $ 194,700 $ (23,500 )

Forward Agreements^

Settlement Date Commitment to
(Deliver)/Receive
Notional Amount
at Value*
Unrealized
Appreciation
(Depreciation)

Forward agreements with Deutsche Bank AG based on 0.999 Fine Troy Ounce Silver

07/08/13 $ 27,286,000 $ 514,698,547 $ (100,661,789 )

Forward agreements with Goldman Sachs International based on 0.999 Fine Troy Ounce Silver

07/08/13 4,638,800 87,502,148 (24,477,384 )

Forward agreements with Societe Generale S.A. based on 0.999 Fine Troy Ounce Silver

07/08/13 8,445,000 159,298,880 (31,882,510 )

Forward agreements with UBS AG based on 0.999 Fine Troy Ounce Silver

07/08/13 4,775,000 90,071,303 (19,529,176 )

$ (176,550,859 )

All or partial amount pledged as collateral for forward agreements.
†† Cash collateral in the amount of $24,750 was pledged to cover margin requirements for open futures contracts as of June 30, 2013.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.
* For forward agreements, a positive amount represents “long” exposure to the underlying commodity. A negative amount represents “short” exposure to the underlying commodity.

See accompanying notes to financial statements.

68


Table of Contents

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 102,633 $ 125,529 $ 261,893 $ 177,264

Expenses

Management fee

1,309,255 1,736,295 3,092,914 3,621,349

Brokerage commissions

12 21 20 29

Total expenses

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

Net investment income (loss)

(1,206,634 ) (1,610,787 ) (2,831,041 ) (3,444,114 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(94,004 ) (56,400 ) (126,144 ) (58,300 )

Forward agreements

(322,516,719 ) (219,337,173 ) (538,173,127 ) (211,228,823 )

Short-term U.S. government and agency obligations

8,898 2,360 23,111 3,051

Net realized gain (loss)

(322,601,825 ) (219,391,213 ) (538,276,160 ) (211,284,072 )

Change in net unrealized appreciation/depreciation on

Futures contracts

4,270 1,680 16,520 48,720

Forward agreements

(168,444,141 ) (68,863,942 ) (30,810,153 ) 63,997,801

Short-term U.S. government and agency obligations

(26,859 ) (4,361 ) (54,480 ) 26,626

Change in net unrealized appreciation/depreciation

(168,466,730 ) (68,866,623 ) (30,848,113 ) 64,073,147

Net realized and unrealized gain (loss)

(491,068,555 ) (288,257,836 ) (569,124,273 ) (147,210,925 )

Net income (loss)

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

Net income (loss) per weighted-average share

$ (21.79 ) $ (17.60 ) $ (28.28 ) $ (9.85 )

Weighted-average shares outstanding

22,587,391 16,467,610 20,222,680 15,298,929

See accompanying notes to financial statements.

69


Table of Contents

PROSHARES ULTRA SILVER

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 747,725,400

Addition of 10,550,000 shares

272,435,756

Redemption of 900,000 shares

(22,349,890 )

Net addition (redemption) of 9,650,000 shares

250,085,866

Net investment income (loss)

(2,831,041 )

Net realized gain (loss)

(538,276,160 )

Change in net unrealized appreciation/depreciation

(30,848,113 )

Net income (loss)

(571,955,314 )

Shareholders’ equity, at June 30, 2013

$ 425,855,952

See accompanying notes to financial statements.

70


Table of Contents

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ (571,955,314 ) $ (150,655,039 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(550 ) 12,150

Net sale (purchase) of short-term U.S. government and agency obligations

305,096,032 (4,080,323 )

Change in unrealized appreciation/depreciation on investments

30,864,633 (64,024,427 )

Decrease (Increase) in receivable on futures contracts

(6,650 ) (7,210 )

Increase (Decrease) in management fee payable

(269,932 ) (44,407 )

Net cash provided by (used in) operating activities

(236,271,781 ) (218,799,256 )

Cash flow from financing activities

Proceeds from addition of shares

258,316,877 323,069,389

Payment on shares redeemed

(22,349,890 ) (104,263,013 )

Net cash provided by (used in) financing activities

235,966,987 218,806,376

Net increase (decrease) in cash

(304,794 ) 7,120

Cash, beginning of period

890,051 772,442

Cash, end of period

$ 585,257 $ 779,562

See accompanying notes to financial statements.

71


Table of Contents

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 336,594 $ 426,634

Segregated cash balances with brokers for futures contracts

144,936 158,400

Short-term U.S. government and agency obligations (Note 3) (cost $2,922,798 and $3,570,687, respectively)

2,922,887 3,570,894

Receivable on open futures contracts

12,000

Offering costs (Note 5)

2,926 22,128

Limitation by Sponsor

27,076 1,012

Total assets

3,434,419 4,191,068

Liabilities and shareholders’ equity

Liabilities

Payable on open futures contracts

84,282

Payable for offering costs

66,741 41,000

Total liabilities

151,023 41,000

Shareholders’ equity

Shareholders’ equity

3,283,396 4,150,068

Total liabilities and shareholders’ equity

$ 3,434,419 $ 4,191,068

Shares outstanding

100,005 100,005

Net asset value per share

$ 32.83 $ 41.50

Market value per share (Note 2)

$ 33.96 $ 41.45

See accompanying notes to financial statements.

72


Table of Contents

PROSHARES ULTRA AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(89% of shareholders’ equity)

U.S. Treasury Bills:

0.058% due 07/25/13

$ 73,000 $ 72,999

0.041% due 08/29/13

2,730,000 2,729,910

0.044% due 10/31/13

120,000 119,978

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

$ 2,922,887

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

Australian Dollar Fx Currency Futures - CME, expires September 2013

72 $ 6,557,040 $ (207,107 )

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

See accompanying notes to financial statements.

73


Table of Contents

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Three months
ended June 30,
2013
Six months
ended June 30,
2013

Investment Income

Interest

$ 424 $ 1,070

Expenses

Brokerage commissions

415 777

Offering costs

34,834 44,944

Limitation by Sponsor

(25,730 ) (26,064 )

Total expenses

9,519 19,657

Net investment income (loss)

(9,095 ) (18,587 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(590,630 ) (739,905 )

Short-term U.S. government and agency obligations

110 15

Net realized gain (loss)

(590,520 ) (739,890 )

Change in net unrealized appreciation/depreciation on

Futures contracts

(332,037 ) (108,077 )

Short-term U.S. government and agency obligations

42 (118 )

Change in net unrealized appreciation/depreciation

(331,995 ) (108,195 )

Net realized and unrealized gain (loss)

(922,515 ) (848,085 )

Net income (loss)

$ (931,610 ) $ (866,672 )

Net income (loss) per weighted-average share

$ (9.32 ) $ (8.67 )

Weighted-average shares outstanding

100,005 100,005

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

See accompanying notes to financial statements.

74


Table of Contents

PROSHARES ULTRA AUSTRALIAN DOLLAR

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 4,150,068

Net investment income (loss)

(18,587 )

Net realized gain (loss)

(739,890 )

Change in net unrealized appreciation/depreciation

(108,195 )

Net income (loss)

(866,672 )

Shareholders’ equity, at June 30, 2013

$ 3,283,396

See accompanying notes to financial statements.

75


Table of Contents

PROSHARES ULTRA AUSTRALIAN DOLLAR*

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Six months ended
June 30, 2013

Cash flow from operating activities

Net income (loss)

$ (866,672 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

13,464

Net sale (purchase) of short-term U.S. government and agency obligations

647,889

Change in unrealized appreciation/depreciation on investments

118

Decrease (Increase) in receivable on futures contracts

12,000

Decrease (Increase) in Limitation by Sponsor

(26,064 )

Change in offering cost

19,202

Increase (Decrease) in payable on futures contracts

84,282

Increase (Decrease) in payable for offering costs

25,741

Net cash provided by (used in) operating activities

(90,040 )

Net increase (decrease) in cash

(90,040 )

Cash, beginning of period

426,634

Cash, end of period

$ 336,594

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

See accompanying notes to financial statements.

76


Table of Contents

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 118,706 $ 240,086

Short-term U.S. government and agency obligations (Note 3) (cost $3,442,664 and $4,546,872, respectively)

3,442,640 4,546,944

Unrealized appreciation on foreign currency forward contracts

2,001 89,473

Total assets

3,563,347 4,876,503

Liabilities and shareholders’ equity

Liabilities

Management fee payable

2,821 3,873

Unrealized depreciation on foreign currency forward contracts

39,032 2,314

Total liabilities

41,853 6,187

Shareholders’ equity

Shareholders’ equity

3,521,494 4,870,316

Total liabilities and shareholders’ equity

$ 3,563,347 $ 4,876,503

Shares outstanding

150,014 200,014

Net asset value per share

$ 23.47 $ 24.35

Market value per share (Note 2)

$ 23.25 $ 24.32

See accompanying notes to financial statements.

77


Table of Contents

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(98% of shareholders’ equity)

U.S. Treasury Bills:

0.051% due 07/25/13†

$ 579,000 $ 578,992

0.035% due 08/29/13†

782,000 781,974

0.050% due 10/03/13

2,082,000 2,081,674

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

$ 3,442,640

Foreign Currency Forward Contracts^

Settlement Date Local Currency Notional Amount
at Value  (USD)
Unrealized
Appreciation
(Depreciation)

Contracts to Purchase

Euro with Goldman Sachs International

07/12/13 1,560,125 $ 2,030,725 $ (10,596 )

Euro with UBS AG

07/12/13 4,001,900 5,209,044 (28,436 )

$ (39,032 )

Contracts to Sell

Euro with Goldman Sachs International

07/12/13 (113,700 ) $ (147,997 ) $ 1,584

Euro with UBS AG

07/12/13 (39,200 ) (51,024 ) 417

$ 2,001

All or partial amount pledged as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

78


Table of Contents

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 421 $ 1,087 $ 1,097 $ 1,575

Expenses

Management fee

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

Total expenses

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

Net investment income (loss)

(8,143 ) (14,414 ) (18,867 ) (37,243 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

36,991 (617,222 ) (28,371 ) (866,798 )

Short-term U.S. government and agency obligations

(5 ) 42 9 43

Net realized gain (loss)

36,986 (617,180 ) (28,362 ) (866,755 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

96,965 (171,629 ) (124,190 ) 640,153

Short-term U.S. government and agency obligations

(74 ) 51 (96 ) 453

Change in net unrealized appreciation/depreciation

96,891 (171,578 ) (124,286 ) 640,606

Net realized and unrealized gain (loss)

133,877 (788,758 ) (152,648 ) (226,149 )

Net income (loss)

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

Net income (loss) per weighted-average share

$ 0.82 $ (2.87 ) $ (0.97 ) $ (0.77 )

Weighted-average shares outstanding

152,761 279,684 176,257 341,772

See accompanying notes to financial statements.

79


Table of Contents

PROSHARES ULTRA EURO

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 4,870,316

Redemption of 50,000 shares

(1,177,307 )

Net investment income (loss)

(18,867 )

Net realized gain (loss)

(28,362 )

Change in net unrealized appreciation/depreciation

(124,286 )

Net income (loss)

(171,515 )

Shareholders’ equity, at June 30, 2013

$ 3,521,494

See accompanying notes to financial statements.

80


Table of Contents

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ (171,515 ) $ (263,392 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

1,104,208 4,794,371

Change in unrealized appreciation/depreciation on investments

124,286 (640,606 )

Increase (Decrease) in management fee payable

(1,052 ) (1,888 )

Net cash provided by (used in) operating activities

1,055,927 3,888,485

Cash flow from financing activities

Proceeds from addition of shares

1,209,580

Payment on shares redeemed

(1,177,307 ) (4,841,780 )

Net cash provided by (used in) financing activities

(1,177,307 ) (3,632,200 )

Net increase (decrease) in cash

(121,380 ) 256,285

Cash, beginning of period

240,086 10,469

Cash, end of period

$ 118,706 $ 266,754

See accompanying notes to financial statements.

81


Table of Contents

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 117,893 $ 138,033

Short-term U.S. government and agency obligations (Note 3) (cost $3,057,775 and $4,587,701, respectively)

3,057,900 4,587,918

Unrealized appreciation on foreign currency forward contracts

10,228 13,523

Total assets

3,186,021 4,739,474

Liabilities and shareholders’ equity

Liabilities

Management fee payable

2,578 3,660

Unrealized depreciation on foreign currency forward contracts

164 507,819

Total liabilities

2,742 511,479

Shareholders’ equity

Shareholders’ equity

3,183,279 4,227,995

Total liabilities and shareholders’ equity

$ 3,186,021 $ 4,739,474

Shares outstanding

150,014 150,014

Net asset value per share

$ 21.22 $ 28.18

Market value per share (Note 2)

$ 21.10 $ 28.28

See accompanying notes to financial statements.

82


Table of Contents

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(96% of shareholders’ equity)

U.S. Treasury Bills:

0.045% due 08/29/13†

$ 3,058,000 $ 3,057,900

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

$ 3,057,900

Foreign Currency Forward Contracts^

Settlement Date Local Currency Notional Amount
at Value  (USD)
Unrealized
Appreciation
(Depreciation)

Contracts to Purchase

Yen with Goldman Sachs International

07/12/13 335,178,000 $ 3,379,357 $ 2,490

Yen with UBS AG

07/12/13 340,182,000 3,429,808 (164 )

$ 2,326

Contracts to Sell

Yen with Goldman Sachs International

07/12/13 (30,988,700 ) $ (312,437 ) $ 6,514

Yen with UBS AG

07/12/13 (13,025,800 ) (131,330 ) 1,224

$ 7,738

All or partial amount pledged as collateral for foreign currency forward contracts.
^ The positions and counterparties herein are as of June 30, 2013. The Funds continually evaluate different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

83


Table of Contents

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June 30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,
2012

Investment Income

Interest

$ 417 $ 872 $ 1,243 $ 1,244

Expenses

Management fee

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

Total expenses

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

Net investment income (loss)

(7,227 ) (10,964 ) (17,287 ) (22,775 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Foreign currency forward contracts

(456,601 ) 204,025 (1,674,572 ) (221,184 )

Short-term U.S. government and agency obligations

11 1 53 16

Net realized gain (loss)

(456,590 ) 204,026 (1,674,519 ) (221,168 )

Change in net unrealized appreciation/depreciation on

Foreign currency forward contracts

80,626 125,587 504,360 (203,105 )

Short-term U.S. government and agency obligations

67 39 (92 ) 241

Change in net unrealized appreciation/depreciation

80,693 125,626 504,268 (202,864 )

Net realized and unrealized gain (loss)

(375,897 ) 329,652 (1,170,251 ) (424,032 )

Net income (loss)

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

Net income (loss) per weighted-average share

$ (2.55 ) $ 2.12 $ (7.05 ) $ (2.98 )

Weighted-average shares outstanding

150,014 150,014 168,522 150,014

See accompanying notes to financial statements.

84


Table of Contents

PROSHARES ULTRA YEN

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 4,227,995

Addition of 50,000 shares

1,323,474

Redemption of 50,000 shares

(1,180,652 )

Net addition (redemption) of 0 shares

142,822

Net investment income (loss)

(17,287 )

Net realized gain (loss)

(1,674,519 )

Change in net unrealized appreciation/depreciation

504,268

Net income (loss)

(1,187,538 )

Shareholders’ equity, at June 30, 2013

$ 3,183,279

See accompanying notes to financial statements.

85


Table of Contents

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ (1,187,538 ) $ (446,807 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net sale (purchase) of short-term U.S. government and agency obligations

1,529,926 436,317

Change in unrealized appreciation/depreciation on investments

(504,268 ) 202,864

Increase (Decrease) in management fee payable

(1,082 ) (342 )

Net cash provided by (used in) operating activities

(162,962 ) 192,032

Cash flow from financing activities

Proceeds from addition of shares

1,323,474

Payment on shares redeemed

(1,180,652 )

Net cash provided by (used in) financing activities

142,822

Net increase (decrease) in cash

(20,140 ) 192,032

Cash, beginning of period

138,033 5,798

Cash, end of period

$ 117,893 $ 197,830

See accompanying notes to financial statements.

86


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 2,797,528 $ 2,989,958

Segregated cash balances with brokers for futures contracts

47,610,000 34,109,998

Short-term U.S. government and agency obligations (Note 3) (cost $133,776,406 and $144,057,296, respectively)

133,770,653 144,060,921

Receivable from capital shares sold

2,518,068

Total assets

184,178,181 183,678,945

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

8,438,784 14,374,851

Payable on open futures contracts

776,726 31,540,181

Management fee payable

154,652 106,449

Total liabilities

9,370,162 46,021,481

Shareholders’ equity

Shareholders’ equity

174,808,019 137,657,464

Total liabilities and shareholders’ equity

$ 184,178,181 $ 183,678,945

Shares outstanding (Note 1)

3,124,812 1,640,001

Net asset value per share (Note 1)

$ 55.94 $ 83.94

Market value per share (Note 1) (Note 2)

$ 55.91 $ 85.05

See accompanying notes to financial statements.

87


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(77% of shareholders’ equity)

U.S. Treasury Bills:

0.055% due 07/25/13

$ 1,806,000 $ 1,805,976

0.042% due 08/29/13

20,106,000 20,105,341

0.037% due 10/03/13

107,314,000 107,297,187

0.048% due 10/31/13

4,563,000 4,562,149

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

$ 133,770,653

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

VIX Futures - CBOE, expires July 2013

5,513 $ 99,509,650 $ 2,794,117

VIX Futures - CBOE, expires August 2013

4,009 75,770,100 (1,557,580 )

$ 1,236,537

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

See accompanying notes to financial statements.

88


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June  30,
2013
Three months
ended June  30,
2012
Six months
ended June  30,
2013
Six months
ended June  30,
2012

Investment Income

Interest

$ 19,211 $ 19,273 $ 43,539 $ 26,077

Expenses

Management fee

454,439 325,748 806,110 473,017

Offering costs

1,090

Total expenses

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

Net investment income (loss)

(435,228 ) (306,475 ) (762,571 ) (448,030 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

11,156,344 (9,362,087 ) (44,252,605 ) (52,094,224 )

Short-term U.S. government and agency obligations

4,792 1,293 3,030 1,147

Net realized gain (loss)

11,161,136 (9,360,794 ) (44,249,575 ) (52,093,077 )

Change in net unrealized appreciation/depreciation on

Futures contracts

9,582,597 1,033,366 1,457,956 (16,312,581 )

Short-term U.S. government and agency obligations

(9,307 ) 703 (9,378 ) 3,306

Change in net unrealized appreciation/depreciation

9,573,290 1,034,069 1,448,578 (16,309,275 )

Net realized and unrealized gain (loss)

20,734,426 (8,326,725 ) (42,800,997 ) (68,402,352 )

Net income (loss)

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

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

$ 4.98 $ (10.99 ) $ (12.80 ) $ (128.15 )

Weighted-average shares outstanding (Note 1)

4,072,778 785,441 3,402,475 537,281

See accompanying notes to financial statements.

89


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 137,657,464

Addition of 5,270,000 shares (Note 1)

303,160,309

Redemption of 3,785,189 shares (Note 1)

(222,446,186 )

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

80,714,123

Net investment income (loss)

(762,571 )

Net realized gain (loss)

(44,249,575 )

Change in net unrealized appreciation/depreciation

1,448,578

Net income (loss)

(43,563,568 )

Shareholders’ equity, at June 30, 2013

$ 174,808,019

See accompanying notes to financial statements.

90


Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June  30, 2013
Six months ended
June  30, 2012

Cash flow from operating activities

Net income (loss)

$ (43,563,568 ) $ (68,850,382 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(13,500,002 ) (53,061,419 )

Net sale (purchase) of short-term U.S. government and agency obligations

10,280,890 (66,194,846 )

Change in unrealized appreciation/depreciation on investments

9,378 (3,306 )

Decrease (Increase) in receivable on futures contracts

742,451

Change in offering cost

1,090

Increase (Decrease) in management fee payable

48,203 83,194

Increase (Decrease) in payable on futures contracts

(30,763,455 ) 12,233,347

Net cash provided by (used in) operating activities

(77,488,554 ) (175,049,871 )

Cash flow from financing activities

Proceeds from addition of shares

305,678,377 401,124,260

Payment on shares redeemed

(228,382,253 ) (224,683,875 )

Net cash provided by (used in) financing activities

77,296,124 176,440,385

Net increase (decrease) in cash

(192,430 ) 1,390,514

Cash, beginning of period

2,989,958 563,350

Cash, end of period

$ 2,797,528 $ 1,953,864

See accompanying notes to financial statements.

91


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 1,181,857 $ 2,063,715

Segregated cash balances with brokers for futures contracts

11,902,000 7,830,000

Short-term U.S. government and agency obligations (Note 3) (cost $57,494,504 and $79,927,870, respectively)

57,492,428 79,930,866

Receivable from capital shares sold

2,121,684

Total assets

72,697,969 89,824,581

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

50,571,549

Payable on open futures contracts

516,649 1,890,675

Management fee payable

47,939 59,365

Total liabilities

564,588 52,521,589

Shareholders’ equity

Shareholders’ equity

72,133,381 37,302,992

Total liabilities and shareholders’ equity

$ 72,697,969 $ 89,824,581

Shares outstanding

2,550,005 1,075,005

Net asset value per share

$ 28.29 $ 34.70

Market value per share (Note 2)

$ 28.25 $ 34.22

See accompanying notes to financial statements.

92


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(80% of shareholders’ equity)

U.S. Treasury Bills:

0.055% due 07/25/13

$ 105,000 $ 104,998

0.032% due 08/29/13

5,711,000 5,710,813

0.043% due 10/03/13

42,064,000 42,057,410

0.047% due 10/31/13

9,621,000 9,619,207

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

$ 57,492,428

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

VIX Futures - CBOE, expires October 2013

667 $ 13,573,450 $ 1,271,500

VIX Futures - CBOE, expires November 2013

1,152 23,846,400 2,637,122

VIX Futures - CBOE, expires December 2013

1,152 24,192,000 1,660,982

VIX Futures - CBOE, expires January 2014

485 10,524,500 12,830

$ 5,582,434

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

See accompanying notes to financial statements.

93


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June  30,
2013
Three months
ended June  30,
2012
Six months
ended June  30,
2013
Six months
ended June  30,
2012

Investment Income

Interest

$ 6,431 $ 12,164 $ 13,751 $ 18,250

Expenses

Management fee

133,204 221,167 238,020 431,431

Offering costs

682

Total expenses

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

Net investment income (loss)

(126,773 ) (209,003 ) (224,269 ) (413,863 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(2,486,914 ) (3,325,870 ) (12,747,085 ) (25,743,470 )

Short-term U.S. government and agency obligations

824 480 1,310 (2,010 )

Net realized gain (loss)

(2,486,090 ) (3,325,390 ) (12,745,775 ) (25,745,480 )

Change in net unrealized appreciation/depreciation on

Futures contracts

7,458,863 5,016,790 7,052,844 (24,810 )

Short-term U.S. government and agency obligations

(3,852 ) 2,452 (5,072 ) 8,553

Change in net unrealized appreciation/depreciation

7,455,011 5,019,242 7,047,772 (16,257 )

Net realized and unrealized gain (loss)

4,968,921 1,693,852 (5,698,003 ) (25,761,737 )

Net income (loss)

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

Net income (loss) per weighted-average share

$ 2.00 $ 0.84 $ (2.80 ) $ (15.97 )

Weighted-average shares outstanding

2,415,115 1,766,214 2,113,541 1,638,604

See accompanying notes to financial statements.

94


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 37,302,992

Addition of 2,700,000 shares

73,788,757

Redemption of 1,225,000 shares

(33,036,096 )

Net addition (redemption) of 1,475,000 shares

40,752,661

Net investment income (loss)

(224,269 )

Net realized gain (loss)

(12,745,775 )

Change in net unrealized appreciation/depreciation

7,047,772

Net income (loss)

(5,922,272 )

Shareholders’ equity, at June 30, 2013

$ 72,133,381

See accompanying notes to financial statements.

95


Table of Contents

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ (5,922,272 ) $ (26,175,600 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(4,072,000 ) (25,983,500 )

Net sale (purchase) of short-term U.S. government and agency obligations

22,433,366 28,874,161

Change in unrealized appreciation/depreciation on investments

5,072 (8,553 )

Decrease (Increase) in receivable on futures contracts

798,319

Decrease (Increase) in Limitation by Sponsor

2,481

Change in offering cost

682

Increase (Decrease) in management fee payable

(11,426 ) 66,834

Increase (Decrease) in payable on futures contracts

(1,374,026 ) 3,015,230

Net cash provided by (used in) operating activities

11,058,714 (19,409,946 )

Cash flow from financing activities

Proceeds from addition of shares

71,667,073 59,610,752

Payment on shares redeemed

(83,607,645 ) (38,950,719 )

Net cash provided by (used in) financing activities

(11,940,572 ) 20,660,033

Net increase (decrease) in cash

(881,858 ) 1,250,087

Cash, beginning of period

2,063,715 627,557

Cash, end of period

$ 1,181,857 $ 1,877,644

See accompanying notes to financial statements.

96


Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

June 30,  2013
(unaudited)
December 31, 2012

Assets

Cash

$ 1,944,024 $ 1,790,825

Segregated cash balances with brokers for futures contracts

117,095,000 38,727,007

Short-term U.S. government and agency obligations (Note 3) (cost $95,593,040 and $97,445,279, respectively)

95,589,019 97,440,843

Unrealized appreciation on swap agreements

301,351

Receivable from capital shares sold

18,016,281 18,127,289

Total assets

232,644,324 156,387,315

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

10,799,429 35,907,787

Payable on open futures contracts

6,404,993 35,666,735

Management fee payable

203,985 96,661

Total liabilities

17,408,407 71,671,183

Shareholders’ equity

Shareholders’ equity

215,235,917 84,716,132

Total liabilities and shareholders’ equity

$ 232,644,324 $ 156,387,315

Shares outstanding (Note 1)

2,989,557 420,808

Net asset value per share (Note 1)

$ 72.00 $ 201.32

Market value per share (Note 1) (Note 2)

$ 71.69 $ 209.00

See accompanying notes to financial statements.

97


Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(44% of shareholders’ equity)

U.S. Treasury Bills:

0.055% due 07/25/13

$ 6,040,000$ 6,039,919

0.036% due 08/29/13

18,946,000 18,945,379

0.033% due 10/03/13

63,344,000 63,334,076

0.048% due 10/31/13

7,271,000 7,269,645

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

$ 95,589,019

Futures Contracts Purchased ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

VIX Futures - CBOE, expires July 2013

13,560 $ 244,758,000 $ 6,497,591

VIX Futures - CBOE, expires August 2013

9,859 186,335,100 (3,256,620 )

$ 3,240,971

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

See accompanying notes to financial statements.

98


Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June 30,
2013
Three months
ended June  30,
2012
Six months
ended June 30,

2013
Six months
ended June 30,

2012

Investment Income

Interest

$ 18,527 $ 14,866 $ 36,066 $ 17,781

Expenses

Management fee

744,547 475,752 1,277,454 630,453

Brokerage commissions

664,479 429,454 1,221,816 612,128

Offering costs

42,876 50,028

Total expenses

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

Net investment income (loss)

(1,390,499 ) (933,216 ) (2,463,204 ) (1,274,828 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

17,763,794 (59,215,744 ) (100,473,172 ) (178,462,736 )

Swap agreements

(268,863 ) (4,453,107 ) (268,863 )

Short-term U.S. government and agency obligations

16,125 5,579 20,260 6,863

Net realized gain (loss)

17,779,919 (59,479,028 ) (104,906,019 ) (178,724,736 )

Change in net unrealized appreciation/depreciation on

Futures contracts

21,978,092 (23,102,989 ) 1,183,909 (51,731,012 )

Swap agreements

(2,712,401 ) (301,351 ) (7,695,811 )

Short-term U.S. government and agency obligations

(4,150 ) 2,289 415 3,341

Change in net unrealized appreciation/depreciation

21,973,942 (25,813,101 ) 882,973 (59,423,482 )

Net realized and unrealized gain (loss)

39,753,861 (85,292,129 ) (104,023,046 ) (238,148,218 )

Net income (loss)

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

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

$ 8.04 $ (606.32 ) $ (30.01 ) $ (2,807.30 )

Weighted-average shares outstanding (Note 1)

4,769,929 142,212 3,548,267 85,286

See accompanying notes to financial statements.

99


Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 84,716,132

Addition of 13,350,000 shares (Note 1)

1,101,308,498

Redemption of 10,781,251 shares (Note 1)

(864,302,463 )

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

237,006,035

Net investment income (loss)

(2,463,204 )

Net realized gain (loss)

(104,906,019 )

Change in net unrealized appreciation/depreciation

882,973

Net income (loss)

(106,486,250 )

Shareholders’ equity, at June 30, 2013

$ 215,235,917

See accompanying notes to financial statements.

100


Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ (106,486,250 ) $ (239,423,046 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(78,367,993 ) (213,437,984 )

Net sale (purchase) of short-term U.S. government and agency obligations

1,852,239 (98,779,327 )

Change in unrealized appreciation/depreciation on investments

300,936 7,692,470

Change in offering cost

1,956

Increase (Decrease) in management fee payable

107,324 182,328

Increase (Decrease) in payable on futures contracts

(29,261,742 ) 58,779,607

Increase (Decrease) in payable for offering costs

48,072

Net cash provided by (used in) operating activities

(211,855,486 ) (484,935,924 )

Cash flow from financing activities

Proceeds from addition of shares

1,101,419,506 883,869,112

Payment on shares redeemed

(889,410,821 ) (399,886,540 )

Net cash provided by (used in) financing activities

212,008,685 483,982,572

Net increase (decrease) in cash

153,199 (953,352 )

Cash, beginning of period

1,790,825 2,972,032

Cash, end of period

$ 1,944,024 $ 2,018,680

See accompanying notes to financial statements.

101


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 1,702,729 $ 2,236,726

Segregated cash balances with brokers for futures contracts

31,840,000 20,731,497

Short-term U.S. government and agency obligations (Note 3) (cost $83,295,438 and $53,683,800, respectively)

83,294,070 53,686,352

Receivable from capital shares sold

13,232,678

Receivable on open futures contracts

628,781 5,524,721

Total assets

117,465,580 95,411,974

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

12,699,384

Management fee payable

69,858 48,957

Total liabilities

69,858 12,748,341

Shareholders’ equity

Shareholders’ equity

117,395,722 82,663,633

Total liabilities and shareholders’ equity

$ 117,465,580 $ 95,411,974

Shares outstanding

1,500,020 1,250,020

Net asset value per share

$ 78.26 $ 66.13

Market value per share (Note 2)

$ 78.45 $ 65.45

See accompanying notes to financial statements.

102


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2013

(unaudited)

Principal Amount Value

Short-term U.S. government and agency obligations

(71% of shareholders’ equity)

U.S. Treasury Bills:

0.051% due 07/25/13

$ 5,512,000 $ 5,511,927

0.036% due 08/29/13

33,192,000 33,190,912

0.029% due 10/03/13

18,323,000 18,320,129

0.045% due 10/31/13

26,276,000 26,271,102

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

$ 83,294,070

Futures Contracts Sold ††

Number of
Contracts
Notional Amount
at Value
Unrealized
Appreciation
(Depreciation)

VIX Futures - CBOE, expires July 2013

3,687 $ 66,550,350 $ (1,894,221 )

VIX Futures - CBOE, expires August 2013

2,681 50,670,900 1,260,550

$ (633,671 )

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

See accompanying notes to financial statements.

103


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June  30,
2013
Three months
ended June  30,
2012
Six months
ended June 30,
2013
Six months
ended June 30,

2012

Investment Income

Interest

$ 7,368 $ 3,301 $ 16,633 $ 4,195

Expenses

Management fee

185,400 17,034 323,063 35,978

Brokerage commissions

118,168 39,043 203,189 67,872

Offering costs

42,876 50,028

Total expenses

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

Net investment income (loss)

(296,200 ) (95,652 ) (509,619 ) (149,683 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

(4,128,965 ) (2,781,528 ) 21,075,146 4,076,312

Short-term U.S. government and agency obligations

1,978 933 2,054 786

Net realized gain (loss)

(4,126,987 ) (2,780,595 ) 21,077,200 4,077,098

Change in net unrealized appreciation/depreciation on

Futures contracts

(3,022,387 ) (229,628 ) 753,504 585,922

Short-term U.S. government and agency obligations

(2,258 ) 173 (3,920 ) 424

Change in net unrealized appreciation/depreciation

(3,024,645 ) (229,455 ) 749,584 586,346

Net realized and unrealized gain (loss)

(7,151,632 ) (3,010,050 ) 21,826,784 4,663,444

Net income (loss)

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

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

$ (8.20 ) $ (5.05 ) $ 26.35 $ 9.84

Weighted-average shares outstanding (Note 1)

908,811 615,405 809,136 458,811

See accompanying notes to financial statements.

104


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 82,663,633

Addition of 3,850,000 shares

325,006,478

Redemption of 3,600,000 shares

(311,591,554 )

Net addition (redemption) of 250,000 shares

13,414,924

Net investment income (loss)

(509,619 )

Net realized gain (loss)

21,077,200

Change in net unrealized appreciation/depreciation

749,584

Net income (loss)

21,317,165

Shareholders’ equity, at June 30, 2013

$ 117,395,722

See accompanying notes to financial statements.

105


Table of Contents

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ 21,317,165 $ 4,513,761

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(11,108,503 ) (2,897,242 )

Net sale (purchase) of short-term U.S. government and agency obligations

(29,611,638 ) (13,107,863 )

Change in unrealized appreciation/depreciation on investments

3,920 (424 )

Decrease (Increase) in receivable on futures contracts

4,895,940 (3,886,101 )

Decrease (Increase) in Limitation by Sponsor

(10,364 )

Change in offering cost

1,956

Increase (Decrease) in management fee payable

20,901 (5,916 )

Increase (Decrease) in payable for offering costs

48,072

Net cash provided by (used in) operating activities

(14,482,215 ) (15,344,121 )

Cash flow from financing activities

Proceeds from addition of shares

338,239,156 192,549,780

Payment on shares redeemed

(324,290,938 ) (182,181,509 )

Net cash provided by (used in) financing activities

13,948,218 10,368,271

Net increase (decrease) in cash

(533,997 ) (4,975,850 )

Cash, beginning of period

2,236,726 5,521,055

Cash, end of period

$ 1,702,729 $ 545,205

See accompanying notes to financial statements.

106


Table of Contents

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION

June 30, 2013
(unaudited)
December 31, 2012

Assets

Cash

$ 18,442,325 $ 19,959,356

Segregated cash balances with brokers for futures contracts

233,901,352 141,659,913

Short-term U.S. government and agency obligations (Note 3) (cost $2,956,779,641 and $3,335,156,145, respectively)

2,956,751,062 3,335,285,580

Unrealized appreciation on swap agreements

5,031,871 33,783,473

Unrealized appreciation on forward agreements

92,931,875 23,037,541

Unrealized appreciation on foreign currency forward contracts

9,242,871 38,700,860

Receivable from capital shares sold

47,577,275 47,672,102

Receivable on open futures contracts

2,287,488 9,613,025

Receivable from Sponsor

30,376

Offering costs (Note 5)

5,852 257,927

Limitation by Sponsor

37,369 5,373

Total assets

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

Liabilities and shareholders’ equity

Liabilities

Payable for capital shares redeemed

102,931,653 148,045,139

Payable on open futures contracts

8,897,980 74,986,160

Management fee payable

2,451,654 2,729,857

Payable for offering costs

200,223 316,900

Unrealized depreciation on swap agreements

1,284,445 5,913,328

Unrealized depreciation on forward agreements

230,256,263 161,392,764

Unrealized depreciation on foreign currency forward contracts

8,651,200 14,141,394

Total liabilities

354,673,418 407,525,542

Shareholders’ equity

Shareholders’ equity

3,011,566,298 3,242,449,608

Total liabilities and shareholders’ equity

$ 3,366,239,716 $ 3,649,975,150

Shares outstanding

94,243,272 88,414,783

See accompanying notes to financial statements.

107


Table of Contents

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

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

(unaudited)

Three months
ended June  30,
2013
Three months
ended June  30,
2012
Six months
ended June  30,
2013
Six months
ended June  30,
2012

Investment Income

Interest

$ 420,559 $ 568,104 $ 999,479 $ 782,733

Expenses

Management fee

7,752,342 8,106,940 15,523,073 16,210,317

Brokerage commissions

869,039 574,052 1,577,032 831,025

Offering costs

105,069 164,372 135,399 193,686

Limitation by Sponsor

(59,390 ) (196 ) (62,372 ) (148 )

Total expenses

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

Net investment income (loss)

(8,246,501 ) (8,277,064 ) (16,173,653 ) (16,452,147 )

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

40,803,576 (116,561,280 ) (82,709,936 ) (294,910,229 )

Swap agreements

12,589,380 (36,283,230 ) 37,115,826 (24,730,044 )

Forward agreement

(318,145,751 ) (197,470,125 ) (542,161,245 ) (256,453,070 )

Foreign currency forward contracts

39,571,745 71,328,119 132,225,029 130,318,926

Short-term U.S. government and agency obligations

75,010 22,680 94,145 17,329

Net realized gain (loss)

(225,106,040 ) (278,963,836 ) (455,436,181 ) (445,757,088 )

Change in net unrealized appreciation/depreciation on

Futures contracts

20,854,581 9,485,226 (6,930,051 ) (45,157,994 )

Swap agreements

(10,099,859 ) 6,432,276 (24,122,719 ) 4,527,751

Forward agreements

(135,449,116 ) (63,416,130 ) 1,030,835 78,543,862

Foreign currency forward contracts

(15,601,846 ) (575,530 ) (23,967,795 ) (81,147,353 )

Short-term U.S. government and agency obligations

(104,052 ) 15,659 (158,014 ) 155,931

Change in net unrealized appreciation/depreciation

(140,400,292 ) (48,058,499 ) (54,147,744 ) (43,077,803 )

Net realized and unrealized gain (loss)

(365,506,332 ) (327,022,335 ) (509,583,925 ) (488,834,891 )

Net income (loss)

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

See accompanying notes to financial statements.

108


Table of Contents

PROSHARES TRUST II

COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

Shareholders’ equity, at December 31, 2012

$ 3,242,449,608

Addition of 66,257,500 shares

3,278,116,196

Redemption of 58,579,011* shares

(2,983,241,928 )

Net addition (redemption) of 7,678,489 shares

294,874,268

Net investment income (loss)

(16,173,653 )

Net realized gain (loss)

(455,436,181 )

Change in net unrealized appreciation/depreciation

(54,147,744 )

Net income (loss)

(525,757,578 )

Shareholders’ equity, at June 30, 2013

$ 3,011,566,298

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

See accompanying notes to financial statements.

109


Table of Contents

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

Six months ended
June 30, 2013
Six months ended
June 30, 2012

Cash flow from operating activities

Net income (loss)

$ (525,757,578 ) $ (505,287,038 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Decrease (Increase) in segregated cash balances with brokers for futures contracts

(92,241,439 ) (316,415,058 )

Net sale (purchase) of short-term U.S. government and agency obligations

378,376,504 (33,723,101 )

Change in unrealized appreciation/depreciation on investments

47,217,693 (2,080,191 )

Decrease (Increase) in receivable on futures contracts

7,325,537 (38,803,668 )

Decrease (Increase) in receivable from Sponsor

(30,376 )

Decrease (Increase) in Limitation by Sponsor

(31,996 ) (21,461 )

Change in offering cost

58,175 (30,996 )

Increase (Decrease) in management fee payable

(278,203 ) 15,313

Increase (Decrease) in payable on futures contracts

(66,088,180 ) 81,425,972

Increase (Decrease) in payable for offering costs

77,223 224,680

Net cash provided by (used in) operating activities

(251,372,640 ) (814,695,548 )

Cash flow from financing activities

Proceeds from addition of shares

3,278,211,023 3,166,756,528

Payment on shares redeemed*

(3,028,355,414 ) (2,353,658,628 )

Net cash provided by (used in) financing activities

249,855,609 813,097,900

Net increase (decrease) in cash

(1,517,031 ) (1,597,648 )

Cash, beginning of period

19,959,356 19,145,045

Cash, end of period

$ 18,442,325 $ 17,547,397

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

See accompanying notes to financial statements.

110


Table of Contents

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

(unaudited)

NOTE 1 – ORGANIZATION

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of June 30, 2013, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); (ii) ProShares Short Euro (the “Short Euro Fund”); (iii) ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Leveraged Fund, Short Euro Fund, Geared VIX Fund or Matching VIX Fund. The Shares of each Leveraged Fund, the Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements.

The Trust also registered shares for three additional series; ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy, collectively referred to as the “New Funds”. On April 24, 2013, the registered offerings for each of the New Funds, which had never been publicly offered, were terminated.

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

Eight of the Funds, ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Euro and ProShares Ultra Yen, commenced trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares Ultra Gold and ProShares Ultra Silver, commenced trading on the NYSE Arca on December 3, 2008. Two of the Funds, ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF, commenced trading on the NYSE Arca on January 3, 2011. Two of the Funds, ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF, commenced trading on the NYSE Arca on October 3, 2011. Two of the Funds, ProShares UltraShort DJ-UBS Natural Gas and ProShares Ultra DJ-UBS Natural Gas, commenced trading on the NYSE Arca on October 4, 2011. One of the Funds, ProShares Short Euro, commenced trading on the NYSE Arca on June 26, 2012. Two of the Funds, ProShares UltraShort Australian Dollar and ProShares Ultra Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012.

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

111


Table of Contents

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

Each of the Funds generally invests in Financial Instruments ( i.e. , instruments whose value is derived from the value of an underlying asset, rate or index, including futures contracts, swap agreements, forward contracts and other instruments) as a substitute for investing directly in commodities, currencies, or spot volatility products in order to gain exposure to the commodity futures index, commodity, currency or exchange rate, equity volatility index or applicable commodity or financial futures contracts. Financial Instruments also are used to produce economically “leveraged,” “inverse” or “inverse leveraged” investment results for the Geared Funds. Each Matching VIX Fund seeks results (before fees and expenses), both over a single day and over time, that match the performance of the S&P 500 VIX Short-Term Futures Index (the “Short-Term VIX Index”) or the S&P 500 VIX Mid-Term Futures Index (the “Mid-Term VIX Index”) (each a “VIX Futures Index”). Each Geared VIX Fund seeks daily investment results (before fees and expenses) that correspond to a multiple or the inverse of the daily performance of a benchmark. Each VIX Fund intends to obtain exposure to its benchmark by investing primarily in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”).

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Accordingly, results over periods of time greater than a single day should not be expected to be a simple multiple ( e.g., -1x, -2x or 2x) of the period return of the corresponding benchmark and will likely differ significantly. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

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

Renaming of Index

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

Share Splits and Reverse Share Splits

The table below includes Share splits and reverse Share splits for the Funds during the years ended December 31, 2012 and 2011 and the six months ended June 30, 2013. The ticker symbols for these Funds did not change and each Fund continues to trade on the NYSE Arca.

Fund

Execution Date

(Prior to Opening

of Trading)

Type of Split Date Trading
Resumed at Post-
Split Price
ProShares UltraShort DJ-UBS Commodity February 25, 2011 1-for-5 reverse Share split February 25, 2011
ProShares UltraShort DJ-UBS Crude Oil February 25, 2011 1-for-5 reverse Share split February 25, 2011
ProShares UltraShort DJ-UBS Natural Gas May 11, 2012 3-for-1 Share split May 11, 2012
ProShares UltraShort DJ-UBS Natural Gas June 10, 2013 1-for-4 reverse Share split June 10, 2013
ProShares UltraShort Gold October 5, 2012 1-for-4 reverse Share split October 5, 2012
ProShares UltraShort Silver February 25, 2011 1-for-4 reverse Share split February 25, 2011
ProShares UltraShort Silver May 11, 2012 1-for-5 reverse Share split May 11, 2012
ProShares UltraShort Yen October 13, 2011 1-for-3 reverse Share split October 13, 2011
ProShares Ultra DJ-UBS Crude Oil February 25, 2011 1-for-4 reverse Share split February 25, 2011
ProShares Ultra DJ-UBS Natural Gas May 11, 2012 1-for-5 reverse Share split May 11, 2012
ProShares Ultra Silver October 13, 2011 2-for-1 Share split October 13, 2011
ProShares VIX Short-Term Futures ETF June 10, 2013 1-for-5 reverse Share split June 10, 2013
ProShares Ultra VIX Short-Term Futures ETF March 8, 2012 1-for-6 reverse Share split March 8, 2012
ProShares Ultra VIX Short-Term Futures ETF September 7, 2012 1-for-10 reverse Share split September 7, 2012
ProShares Ultra VIX Short-Term Futures ETF June 10, 2013 1-for-10 reverse Share split June 10, 2013
ProShares Short VIX Short-Term Futures ETF October 5, 2012 2-for-1 Share split October 5, 2012

112


Table of Contents

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF, and resulted in a proportionate increase in the price per Share and per Share information of each such Fund. Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse split.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation.

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s and the Funds’ financial statements included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 1, 2013.

Use of Estimates & Indemnifications

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

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

Basis of Presentation

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

113


Table of Contents

Statement of Cash Flows

The cash amount shown in the Statements of Cash Flows is the amount reported as cash in the Statement of Financial Condition dated June 30, 2013, and represents non-segregated cash with the custodian and does not include short-term investments.

Final Net Asset Value for Fiscal Period

The times of the calculation of the Leveraged Funds’, the Short Euro Fund’s, the Geared VIX Funds’ and the Matching VIX Funds’ final net asset value for creation and redemption of fund Shares for the three months ended June 30, 2013 were as follows. All times are Eastern Standard Time:

NAV Calculation Time NAV Calculation Date

UltraShort Silver, Ultra Silver

7:00 A.M. June 28

UltraShort Gold, Ultra Gold

10:00 A.M. June 28

UltraShort DJ-UBS Crude Oil, Ultra DJ-UBS Crude Oil

2:30 P.M. June 28

UltraShort DJ-UBS Natural Gas, Ultra DJ-UBS Natural Gas

2:30 P.M. June 28

UltraShort DJ-UBS Commodity, Ultra DJ-UBS Commodity

3:00 P.M. June 28

UltraShort Australian Dollar, Ultra Australian Dollar

4:00 P.M. June 28

Short Euro, UltraShort Euro, Ultra Euro

4:00 P.M. June 28

UltraShort Yen, Ultra Yen

4:00 P.M. June 28

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

4:15 P.M. June 28

VIX Mid-Term Futures ETF

4:15 P.M. June 28

Although the Leveraged Funds’, the Short Euro Fund’s, the Geared VIX Funds’ and the Matching VIX Funds’ Shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the three months ended June 30, 2013.

Market value per Share is determined at the close of the NYSE Arca and may be later than when the Funds’ NAV per Share is calculated.

For financial reporting purposes, the Leveraged Funds, the Short Euro Fund, the VIX Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain Leveraged Funds’, the Short Euro Fund’s and VIX Funds’ final creation/redemption NAV for the three months ended June 30, 2013.

Investment Valuation

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations. In each of these situations, valuations are typically categorized as Level I in the fair value hierarchy.

Derivatives (e.g., futures contracts, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at the last settled price. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts

114


Table of Contents

valuations are typically categorized as Level II in the fair value hierarchy. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Leveraged Funds’, the Short Euro Fund’s and the VIX Funds’ policies are intended to result in a calculation of a Leveraged Fund’s, the Short Euro Fund’s or a VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, a Leveraged Fund, the Short Euro Fund or a VIX Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a Leveraged Fund, the Short Euro Fund or a VIX Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

Fair Value of Financial Instruments

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows:

Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

In some instances, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest input level that is significant to the fair value measurement in its entirety.

Fair value measurements also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly.

115


Table of Contents

The following table summarizes the valuation of investments at June 30, 2013 using the fair value hierarchy:

Level I - Quoted Prices Level II - Other Significant  Observable Inputs
Short-Term U.S.
Government and
Agencies
Futures
Contracts*
Forward
Agreements
Foreign
Currency
Forward
Contracts
Swap
Agreements
Total

UltraShort DJ-UBS Commodity

$ 3,191,531 $ $ $ $ 412,248 $ 3,603,779

UltraShort DJ-UBS Crude Oil

231,327,320 (878,497 ) (380,021 ) 230,068,802

UltraShort DJ-UBS Natural Gas

16,503,821 2,329,474 18,833,295

UltraShort Gold

135,973,947 41,240 51,785,690 187,800,877

UltraShort Silver

81,895,916 23,400 41,146,185 123,065,501

Short Euro

3,316,934 67,613 3,384,547

UltraShort Australian Dollar

19,591,494 1,398,641 20,990,135

UltraShort Euro

519,058,420 4,746,724 523,805,144

UltraShort Yen

542,423,314 (4,128,086 ) 538,295,228

Ultra DJ-UBS Commodity

4,199,586 (471,275 ) 3,728,311

Ultra DJ-UBS Crude Oil

207,733,071 312,348 4,186,474 212,231,893

Ultra DJ-UBS Natural Gas

34,894,234 (5,946,238 ) 28,947,996

Ultra Gold

191,165,003 (41,260 ) (53,705,404 ) 137,418,339

Ultra Silver

585,906,874 (23,500 ) (176,550,859 ) 409,332,515

Ultra Australian Dollar

2,922,887 (207,107 ) 2,715,780

Ultra Euro

3,442,640 (37,031 ) 3,405,609

Ultra Yen

3,057,900 10,064 3,067,964

VIX Short-Term Futures ETF

133,770,653 1,236,537 135,007,190

VIX Mid-Term Futures ETF

57,492,428 5,582,434 63,074,862

Ultra VIX Short-Term Futures ETF

95,589,019 3,240,971 98,829,990

Short VIX Short-Term Futures ETF

83,294,070 (633,671 ) 82,660,399

Total Trust

$ 2,956,751,062 $ 6,502,385 $ (137,324,388 ) $ 591,671 $ 3,747,426 $ 2,830,268,156

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts

At June 30, 2013, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

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

116


Table of Contents

The following table summarizes the valuation of investments at December 31, 2012 using the fair value hierarchy:

Level I - Quoted Prices Level II - Other Significant Observable Inputs
Short-Term U.S.
Government and
Agencies
Futures
Contracts*
Forward
Agreements
Foreign
Currency
Forward
Contracts
Swap
Agreements
Total

UltraShort DJ-UBS Commodity

$ 2,803,904 $ $ $ $ 148,502 $ 2,952,406

UltraShort DJ-UBS Crude Oil

87,046,389 (4,029,721 ) (5,607,060 ) 77,409,608

UltraShort DJ-UBS Natural Gas

10,042,731 409,135 10,451,866

UltraShort Gold

88,575,398 15,240 3,729,856 92,320,494

UltraShort Silver

86,206,701 40,020 19,307,685 105,554,406

Short Euro

3,409,904 (55,056 ) 3,354,848

UltraShort Australian Dollar

3,302,907 85,590 3,388,497

UltraShort Euro

553,430,562 (13,147,572 ) 540,282,990

UltraShort Yen

362,743,231 38,114,175 400,857,406

Ultra DJ-UBS Commodity

6,240,951 (306,268 ) 5,934,683

Ultra DJ-UBS Crude Oil

437,662,650 21,960,410 33,333,620 492,956,680

Ultra DJ-UBS Natural Gas

64,313,224 (3,816,950 ) 60,496,274

Ultra Gold

350,624,904 (15,240 ) (15,652,058 ) 334,957,606

Ultra Silver

891,057,386 (40,020 ) (145,740,706 ) 745,276,660

Ultra Australian Dollar

3,570,894 (99,030 ) 3,471,864

Ultra Euro

4,546,944 87,159 4,634,103

Ultra Yen

4,587,918 (494,296 ) 4,093,622

VIX Short-Term Futures ETF

144,060,921 (221,419 ) 143,839,502

VIX Mid-Term Futures ETF

79,930,866 (1,470,410 ) 78,460,456

Ultra VIX Short-Term Futures ETF

97,440,843 2,057,062 301,351 99,799,256

Short VIX Short-Term Futures ETF

53,686,352 (1,387,175 ) 52,299,177

Total Trust

$ 3,335,285,580 $ 13,432,436 $ (138,355,223 ) $ 24,559,466 $ 27,870,145 $ 3,262,792,404

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts

At December 31, 2012, there were no Level III portfolio investments for which significant unobservable inputs were used to determine fair value.

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

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation/depreciation on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation/depreciation between periods are reflected in the Statements of Operations. Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

117


Table of Contents

Brokerage Commissions and Fees

Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission (“CFTC”) regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income or similar securities would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis. For the six months ended June 30, 2013, the Sponsor paid, and is currently paying, brokerage commissions on VIX futures contracts for the Matching VIX Funds.

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

Management of the Funds has reviewed all open tax years and major jurisdictions (i.e. the last four tax year ends and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management will monitor its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to, on-going analysis of tax law, regulation, and interpretations thereof.

NOTE 3 – INVESTMENTS

Short-Term Investments

The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements and/or used as collateral for a Fund’s trading in futures and forward contracts.

Accounting for Derivative Instruments

In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions, including derivative positions, which the Sponsor believes in combination, should produce returns consistent with a Fund’s objective.

All open derivative positions at period-end for each Fund are disclosed in the Schedule of Investments and the notional value of these open positions relative to the shareholders’ equity of each Fund is generally representative of the notional value of open positions to shareholders’ equity throughout the reporting period for each respective Fund. The volume associated with derivative positions varies on a daily basis as each Fund transacts derivative contracts in order to achieve the appropriate exposure, as expressed in notional value, in comparison to shareholders’ equity consistent with each Fund’s investment objective.

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

Futures Contracts

The Funds enter into futures contracts to gain exposure to changes in the value of, or as a substitute for investing directly in (or shorting), an underlying index, currency or commodity. A futures contract obligates the seller to deliver (and the purchaser to accept)

118


Table of Contents

the future delivery of a specified quantity and type of asset at a specified time and place. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity, if applicable, or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery, or by cash settlement at expiration of contract.

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

Futures contracts involve, to varying degrees, elements of market risk (specifically commodity price risk or equity market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying index or commodity and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal but some counterparty risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contracts against default. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified times during the trading day. Futures contracts prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a Fund to substantial losses. If trading is not possible, or if a Fund determines not to close a futures position in anticipation of adverse price movements, the Fund will be required to make daily cash payments of variation margin. The risk the Fund will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market.

Swap Agreements

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying index, currency or commodity, or to create an economic hedge against a position. Swap agreements are two-party contracts that have traditionally been entered into primarily with institutional investors in over-the-counter (“OTC”) markets for a specified period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap and forward transactions on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. In the case of futures contracts based indices, such as those used by the Commodity Index Funds and the VIX Funds, the reference interest rate is zero. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments.

Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by a Matching VIX Fund or an Ultra Fund, the Matching VIX Fund or Ultra Fund would be entitled to settlement payments in the event the benchmark increases and would be required to make payments to the swap counterparties in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by a Short Fund or an UltraShort Fund, the Short Fund or UltraShort Fund would be required to make payments to the swap counterparties in the event the benchmark increases and would be entitled to settlement payments in the event the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

119


Table of Contents

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each Fund’s entitlements over its obligations with respect to each uncleared swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated account by the Fund’s Custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset.

The Trust, on behalf of a Fund, may enter into agreements with certain counterparties for derivative transactions. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques.

Swap agreements involve, to varying degrees, elements of market risk (commodity price risk) and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at June 30, 2013 contractually terminate within one month but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to pay or receive the “unrealized appreciation or depreciation” amount.

The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted above, collateral posted in connection with uncleared derivative transactions is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks in connection with uncleared swaps by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of June 30, 2013, the collateral posted by counterparties consisted of cash and U.S. Treasury Securities.

The counterparty/credit risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

120


Table of Contents

Forward Contracts

Certain of the Funds enter into forward contracts for purposes of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in the OTC markets and all details of the contract are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date.

Forward contracts have traditionally not been cleared or guaranteed by a third party. However, the Dodd-Frank Act provides for significant reforms of the OTC derivatives markets, including a requirement to execute most forward contracts on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. The Funds may collateralize uncleared forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes a Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of June 30, 2013, the collateral posted by counterparties consisted of cash and U.S. Treasury Securities.

Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years, however, many OTC market participants in foreign exchange trading have begun to require their counterparties to post margin.

A Fund will typically enter into forward contracts only with major global financial institutions. The creditworthiness of each of the firms that is a party to a forward contract is monitored by the Sponsor.

The counterparty/credit risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

121


Table of Contents

Fair Value of Derivative Instruments

as of June 30, 2013

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for as
hedging
instruments

Statements of
Financial Condition
Location

Fund

Unrealized
Appreciation

Statements of
Financial Condition
Location

Fund

Unrealized
Depreciation

Commodities Contracts

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

ProShares UltraShort DJ-UBS Commodity

$ 412,248

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

ProShares UltraShort DJ-UBS Crude Oil

$ 1,691,667 *

ProShares UltraShort DJ-UBS Crude Oil

433,149

ProShares Ultra DJ-UBS Commodity

471,275

ProShares UltraShort DJ-UBS Natural Gas

2,329,474 *

ProShares Ultra DJ-UBS Natural Gas

5,946,238

*

ProShares UltraShort Gold

51,826,930 *

ProShares Ultra Gold

53,746,664 *

ProShares UltraShort Silver

41,169,585

*

ProShares Ultra Silver

176,574,359 *

ProShares Ultra DJ-UBS Crude Oil

4,498,822

*

Foreign Exchange Contracts

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

ProShares Short Euro

67,613 *

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

ProShares UltraShort Euro

1,655,091

ProShares UltraShort Australian Dollar

1,398,641 *

ProShares UltraShort Yen


6,956,913

ProShares UltraShort Euro


6,401,815

ProShares Ultra Australian Dollar

207,107 *

ProShares UltraShort Yen

2,828,827

ProShares Ultra Euro

39,032

ProShares Ultra Euro

2,001

ProShares Ultra Yen

164

ProShares Ultra Yen

10,228

VIX Futures Contracts

Receivables on open futures contracts and unrealized appreciation on swap agreements

ProShares VIX Short-Term Futures ETF

2,794,117 *

Payable on open futures contracts and unrealized depreciation on swap agreements

ProShares VIX Short-Term Futures ETF

1,557,580 *

ProShares VIX Mid-Term Futures ETF

5,582,434

*

ProShares Ultra VIX Short-Term Futures ETF

3,256,620

*

ProShares Ultra VIX Short-Term Futures ETF

6,497,591 *

ProShares Short VIX Short-Term Futures ETF

1,894,221 *

ProShares Short VIX Short-Term Futures ETF


1,260,550
*

Total Trust

$ 127,514,025 *

Total Trust

$ 253,996,931 *

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

122


Table of Contents

Fair Value of Derivative Instruments

as of December 31, 2012

Asset Derivatives

Liability Derivatives

Derivatives not
accounted for as
hedging
instruments

Statements of
Financial Condition
Location

Fund

Unrealized
Appreciation

Statements of
Financial Condition
Location

Fund

Unrealized
Depreciation

Commodities Contracts

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

ProShares UltraShort DJ-UBS Commodity

$ 148,502

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

ProShares UltraShort DJ-UBS Crude Oil

$ 9,636,781 *

ProShares UltraShort DJ-UBS Natural Gas

409,135 *

ProShares Ultra DJ-UBS Commodity

306,268

ProShares UltraShort Gold

3,745,096 *

ProShares Ultra DJ-UBS Natural Gas

3,816,950 *

ProShares UltraShort Silver

19,347,705 *

ProShares Ultra Gold

15,667,298 *

ProShares Ultra DJ-UBS Crude Oil


55,294,030
*

ProShares Ultra Silver


145,780,726
*

Foreign Exchange Contracts

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

ProShares UltraShort Australian Dollar

85,590 *

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

ProShares Short Euro

55,056 *

ProShares UltraShort Euro

251,047

ProShares Ultra Australian Dollar

99,030 *

ProShares UltraShort Yen

38,346,817

ProShares UltraShort Euro

13,398,619

ProShares Ultra Euro

89,473

ProShares UltraShort Yen

232,642

ProShares Ultra Yen

13,523

ProShares Ultra Euro

2,314

ProShares Ultra Yen

507,819

VIX Futures Contracts

Receivables on open futures contracts and unrealized appreciation on swap agreements

ProShares VIX Short-Term Futures ETF

2,368,824 *

Payable on open futures contracts and unrealized depreciation on swap agreements

ProShares VIX Short-Term Futures ETF

2,590,243 *

ProShares VIX Mid-Term Futures ETF


233,160
*

ProShares VIX Mid-Term Futures ETF


1,703,570
*

ProShares Ultra VIX Short-Term Futures ETF


4,034,873
*

ProShares Ultra VIX Short-Term Futures ETF


1,676,460
*

ProShares Short VIX Short-Term Futures ETF

627,059 *

ProShares Short VIX Short-Term Futures ETF

2,014,234 *

Total Trust

$ 124,994,834 *

Total Trust

$ 197,488,010 *

* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts.

123


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended June 30, 2013

Derivatives not
accounted for as
hedging instruments

Location of Gain or

(Loss) on Derivatives

Recognized in Income

Fund

Realized Gain or
(Loss) on
Derivatives
Recognized in
Income
Change in
Unrealized
Appreciation or
Depreciation on
Derivatives
Recognized in
Income

Commodity Contracts

Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements

ProShares UltraShort DJ-UBS Commodity

$ 150,169 $ 505,167

ProShares UltraShort DJ-UBS Crude Oil

1,025,654 9,878,372

ProShares UltraShort DJ-UBS Natural Gas

(834,719 ) 5,826,227

ProShares UltraShort Gold

20,858,050 55,074,622

ProShares UltraShort Silver

51,615,327 40,886,777

ProShares Ultra DJ-UBS Commodity

(274,078 ) (586,322 )

ProShares Ultra DJ-UBS Crude Oil

20,733,669 (22,057,265 )

ProShares Ultra DJ-UBS Natural Gas

9,153,747 (19,990,856 )

ProShares Ultra Gold

(68,008,649 ) (62,970,484 )

ProShares Ultra Silver

(322,610,723 ) (168,439,871 )

Foreign Exchange Contracts

Net realized gain (loss) on futures contracts and forward agreements/changes in unrealized appreciation/ depreciation on futures contracts and forward agreements

ProShares Short Euro

(67,938 ) 5,900

ProShares UltraShort Australian Dollar

1,793,067 1,508,211

ProShares UltraShort Euro

(8,147,050 ) (8,918,725 )

ProShares UltraShort Yen

48,138,405 (6,860,712 )

ProShares Ultra Australian Dollar

(590,630 ) (332,037 )

ProShares Ultra Euro

36,991 96,965

ProShares Ultra Yen

(456,601 ) 80,626

VIX Futures Contracts

Net realized gain (loss) on futures contracts and swap agreements/changes in unrealized appreciation/ depreciation on futures contracts and swap agreements

ProShares VIX Short-Term Futures ETF

11,156,344 9,582,597

ProShares VIX Mid-Term Futures ETF

(2,486,914 ) 7,458,863

ProShares Ultra VIX Short-Term Futures ETF

17,763,794 21,978,092

ProShares Short VIX Short-Term Futures ETF

(4,128,965 ) (3,022,387 )

Total Trust

$ (225,181,050 ) $ (140,296,240 )

124


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the three months ended June 30, 2012

Derivatives not
accounted for as
hedging instruments

Location of Gain or

(Loss) on Derivatives

Recognized in Income

Fund

Realized Gain or
(Loss) on
Derivatives
Recognized in
Income
Change in
Unrealized
Appreciation or
Depreciation on
Derivatives
Recognized in
Income

Commodity Contracts

Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements

ProShares UltraShort DJ-UBS Commodity

$ 1,440,617 $ (529,837 )

ProShares UltraShort DJ-UBS Crude Oil

54,331,980 (4,689,499 )

ProShares UltraShort DJ-UBS Natural Gas

1,866,063 (11,132,490 )

ProShares UltraShort Gold

3,258,237 4,384,700

ProShares UltraShort Silver

39,062,875 13,285,037

ProShares Ultra DJ-UBS Commodity

(1,858,138 ) 972,171

ProShares Ultra DJ-UBS Crude Oil

(112,159,856 ) 16,382,312

ProShares Ultra DJ-UBS Natural Gas

(21,504,204 ) 34,960,080

ProShares Ultra Gold

(20,402,544 ) (12,223,665 )

ProShares Ultra Silver

(219,393,573 ) (68,862,262 )

Foreign Exchange Contracts

Net realized gain (loss) on foreign currency forward and futures contracts/changes in unrealized appreciation/ depreciation on foreign currency forward and futures contracts

ProShares Short Euro

(2,000 ) (50,313 )

ProShares UltraShort Euro

82,141,512 8,466,287

ProShares UltraShort Yen

(10,400,196 ) (8,995,775 )

ProShares Ultra Euro

(617,222 ) (171,629 )

ProShares Ultra Yen

204,025 125,587

VIX Futures Contracts

Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements

ProShares VIX Short-Term Futures ETF

(9,362,087 ) 1,033,366

ProShares VIX Mid-Term Futures ETF

(3,325,870 ) 5,016,790

ProShares Ultra VIX Short-Term Futures ETF

(59,484,607 ) (25,815,390 )

ProShares Short VIX Short-Term Futures ETF

(2,781,528 ) (229,628 )

Total Trust

$ (278,986,516 ) $ (48,074,158 )

125


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 30, 2013

Derivatives not
accounted for as
hedging
instruments

Location of Gain or

(Loss) on Derivatives

Recognized in Income

Fund

Realized Gain or
(Loss) on
Derivatives
Recognized in
Income
Change in
Unrealized
Appreciation or
Depreciation on
Derivatives
Recognized in
Income

Commodity Contracts

Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements

ProShares UltraShort DJ-UBS Commodity

$ 458,667 $ 263,746

ProShares UltraShort DJ-UBS Crude Oil

(5,099,504 ) 8,378,263

ProShares UltraShort DJ-UBS Natural Gas

(2,608,140 ) 1,920,339

ProShares UltraShort Gold

33,741,517 48,081,834

ProShares UltraShort Silver

80,819,839 21,821,880

ProShares Ultra DJ-UBS Commodity

(782,975 ) (165,007 )

ProShares Ultra DJ-UBS Crude Oil

87,297,994 (50,795,208 )

ProShares Ultra DJ-UBS Natural Gas

14,901,941 (2,129,288 )

ProShares Ultra Gold

(118,423,854 ) (38,079,366 )

ProShares Ultra Silver

(538,299,271 ) (30,793,633 )

Foreign Exchange Contracts

Net realized gain (loss) on futures contracts and forward agreements/changes in unrealized appreciation/ depreciation on futures contracts and forward agreements

ProShares Short Euro

(75,938 ) 122,669

ProShares UltraShort Australian Dollar

1,905,097 1,313,051

ProShares UltraShort Euro

(11,096,730 ) 17,894,296

ProShares UltraShort Yen

145,024,702 (42,242,261 )

ProShares Ultra Australian Dollar

(739,905 ) (108,077 )

ProShares Ultra Euro

(28,371 ) (124,190 )

ProShares Ultra Yen

(1,674,572 ) 504,360

VIX Futures Contracts

Net realized gain (loss) on futures contracts and swap agreements/changes in unrealized appreciation/ depreciation on futures contracts and swap agreements

ProShares VIX Short-Term Futures ETF

(44,252,605 ) 1,457,956

ProShares VIX Mid-Term Futures ETF

(12,747,085 ) 7,052,844

ProShares Ultra VIX Short-Term Futures ETF

(104,926,279 ) 882,558

ProShares Short VIX Short-Term Futures ETF

21,075,146 753,504

Total Trust

$ (455,530,326 ) $ (53,989,730 )

126


Table of Contents

The Effect of Derivative Instruments on the Statements of Operations

For the six months ended June 30, 2012

Derivatives not
accounted for as
hedging instruments

Location of Gain or

(Loss) on Derivatives

Recognized in Income

Fund

Realized Gain or
(Loss) on
Derivatives
Recognized in
Income
Change in
Unrealized
Appreciation or
Depreciation on
Derivatives
Recognized in
Income

Commodity Contracts

Net realized gain (loss) on futures contracts, swap and/or forward agreements/changes in unrealized appreciation/ depreciation on futures contracts, swap and/or forward agreements

ProShares UltraShort DJ-UBS Commodity

$ 1,514,927 $ (890,925 )

ProShares UltraShort DJ-UBS Crude Oil

50,500,369 (5,591,189 )

ProShares UltraShort DJ-UBS Natural Gas

6,303,174 (5,201,530 )

ProShares UltraShort Gold

1,712,252 (28,683,373 )

ProShares UltraShort Silver

3,378,461 (21,057,715 )

ProShares Ultra DJ-UBS Commodity

(2,180,586 ) 1,393,496

ProShares Ultra DJ-UBS Crude Oil

(96,615,721 ) 25,471,940

ProShares Ultra DJ-UBS Natural Gas

(26,662,775 ) 19,416,770

ProShares Ultra Gold

(50,261,340 ) 64,238,229

ProShares Ultra Silver

(211,287,123 ) 64,046,521

Foreign Exchange Contracts

Net realized gain (loss) on foreign currency forward and futures contracts/changes in unrealized appreciation/ depreciation on foreign currency forward and futures contracts

ProShares Short Euro

(2,000 ) (50,313 )

ProShares UltraShort Euro

120,954,100 (90,022,265 )

ProShares UltraShort Yen

10,452,808 8,437,864

ProShares Ultra Euro

(866,798 ) 640,153

ProShares Ultra Yen

(221,184 ) (203,105 )

VIX Futures Contracts

Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation/ depreciation on futures contracts and swap agreements

ProShares VIX Short-Term Futures ETF

(52,094,224 ) (16,312,581 )

ProShares VIX Mid-Term Futures ETF

(25,743,470 ) (24,810 )

ProShares Ultra VIX Short-Term Futures ETF

(178,731,599 ) (59,426,823 )

ProShares Short VIX Short-Term Futures ETF

4,076,312 585,922

Total Trust

$ (445,774,417 ) $ (43,233,734 )

Offsetting Assets and Liabilities

Effective January 1, 2013, the Funds adopted Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” which was subsequently clarified in ASU 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. The amended standard requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.

127


Table of Contents

As described in Note 3, the Funds utilize derivative instruments to achieve each Fund’s investment objective. The amounts shown in the Statement of Financial Condition do not take into consideration the effects of legally enforceable master netting agreements. The following tables present the gross and net amounts of these assets and liabilities with any offsets to reflect the Funds’ ability to reflect the master netting agreements at June 30, 2013 and December 31, 2012:

ProShares UltraShort DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition

Swap agreements

$ 412,248 $ $ 412,248

Total

$ 412,248 $ $ 412,248

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Deutsche Bank AG

$ 115,736 $ $ $ 115,736

Goldman Sachs International

249,202 249,202

UBS AG

47,310 47,310

Total

$ 412,248 $ $ $ 412,248

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Swap agreements

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount
$ $ $ $

Total

$ $ $ $

128


Table of Contents

ProShares UltraShort DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ 948,600 $ $ 948,600

Swap agreements

433,149 433,149

Total

$ 1,381,749 $ $ 1,381,749

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs & Co.

$ 948,600 $ $ $ 948,600

Societe Generale S.A.

279,982 279,982

UBS AG

153,167 153,167

Total

$ 1,381,749 $ $ $ 1,381,749

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Swap agreements

813,170 813,170

Total

$ 813,170 $ $ 813,170

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Liabilities Instruments Pledged Net Amount

Deutsche Bank AG

$ 617,121 $ (617,121 ) $ $

Goldman Sachs International

196,049 (196,049 )

Total

$ 813,170 $ (813,170 ) $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

129


Table of Contents

ProShares UltraShort DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ 156,328 $ $ 156,328

Total

$ 156,328 $ $ 156,328

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs & Co.

$ 156,328 $ $ $ 156,328

Total

$ 156,328 $ $ $ 156,328

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount
$ $ $ $

Total

$ $ $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

130


Table of Contents

ProShares UltraShort Gold

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets Presented
in the Statement
of Financial
Condition

Forward agreements

$ 51,785,690 $ $ 51,785,690

Futures contracts*

Total

$ 51,785,690 $ $ 51,785,690

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Deutsche Bank AG

$ 30,994,698 $ $ $ 30,994,698

Goldman Sachs International

7,224,251 7,224,251

Societe Generale S.A.

7,403,722 7,403,722

UBS AG

6,163,019 6,163,019

Total

$ 51,785,690 $ $ $ 51,785,690

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Forward agreements

$ $ $

Futures contracts*

2,420 2,420

Total

$ 2,420 $ $ 2,420

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Goldman Sachs & Co.

$ 2,420 $ $ (2,420 ) $

Total

$ 2,420 $ $ (2,420 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

131


Table of Contents

ProShares UltraShort Silver

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Forward agreements

$ 41,146,185 $ $ 41,146,185

Futures contracts*

Total

$ 41,146,185 $ $ 41,146,185

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Deutsche Bank AG

$ 26,789,324 $ $ $ 26,789,324

Goldman Sachs International

4,141,484 4,141,484

Societe Generale S.A.

6,806,911 6,806,911

UBS AG

3,408,466 3,408,466

Total

$ 41,146,185 $ $ $ 41,146,185

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Forward agreements

$ $ $

Futures contracts*

9,170 9,170

Total

$ 9,170 $ $ 9,170

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Goldman Sachs & Co.

$ 9,170 $ $ (9,170 ) $

Total

$ 9,170 $ $ (9,170 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

132


Table of Contents

ProShares Short Euro

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ 8,338 $ $ 8,338

Total

$ 8,338 $ $ 8,338

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

RBC Capital Markets

$ 8,338 $ $ $ 8,338

Total

$ 8,338 $ $ $ 8,338

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount
$ $ $ $

Total

$ $ $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

133


Table of Contents

ProShares UltraShort Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ 533,851 $ $ 533,851

Total

$ 533,851 $ $ 533,851

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

RBC Capital Markets

$ 533,851 $ $ $ 533,851

Total

$ 533,851 $ $ $ 533,851

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount
$ $ $ $

Total

$ $ $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

134


Table of Contents

ProShort Ultrashort Euro

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts  of
Recognized
Assets
Gross Amounts
Offset in  the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in the

Statement of
Financial
Condition

Foreign currency forward contracts

$ 6,401,815 $ $ 6,401,815

Total

$ 6,401,815 $ $ 6,401,815

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets  Presented
in the Statement
of Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount

Goldman Sachs International

$ 3,121,033 $ $ $ 3,121,033

UBS AG

3,280,782 3,280,782

Total

$ 6,401,815 $ $ $ 6,401,815

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts  of
Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Liabilities
Presented in the

Statement of
Financial
Condition

Foreign currency forward contracts

$ 1,655,091 $ $ 1,655,091

Total

$ 1,655,091 $ $ 1,655,091

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Liabilities
Presented in the

Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net Amount

Goldman Sachs International

$ 783,826 $ (783,826 ) $ $

UBS AG

871,265 (871,265 )

Total

$ 1,655,091 $ (1,655,091 ) $ $

135


Table of Contents

ProShares Ultrashort Yen

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Foreign currency forward contracts

$ 2,828,827 $ $ 2,828,827

Total

$ 2,828,827 $ $ 2,828,827

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs International

$ 2,828,827 $ $ $ 2,828,827

Total

$ 2,828,827 $ $ $ 2,828,827

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial
Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Foreign currency forward contracts

$ 6,956,913 $ $ 6,956,913

Total

$ 6,956,913 $ $ 6,956,913

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Goldman Sachs International

$ 2,932,909 $ (2,932,909 ) $ $

UBS AG

4,024,004 (4,024,004 )

Total

$ 6,956,913 $ (6,956,913 ) $ $

136


Table of Contents

ProShares Ultra DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in the

Statement of
Financial
Condition

Swap agreements

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Assets
Presented in the

Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in  the
Statement of
Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition

Swap agreements

$ 471,275 $ $ 471,275

Total

$ 471,275 $ $ 471,275

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Liabilities
Presented in the

Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net Amount

Deutsche Bank AG

$ 109,267 $ (109,267 ) $ $

Goldman Sachs International

232,010 (232,010 )

UBS AG

129,998 (129,998 )

Total

$ 471,275 $ (471,275 ) $ $

137


Table of Contents

ProShares Ultra DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial

Condition

Futures contracts*

$ $ $

Swap agreements

4,186,474 4,186,474

Total

$ 4,186,474 $ $ 4,186,474

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Deutsche Bank AG

$ 892,115 $ $ $ 892,115

Goldman Sachs International

2,304,658 2,304,658

Societe Generale S.A.

242,147 242,147

UBS AG

747,554 747,554

Total

$ 4,186,474 $ $ $ 4,186,474

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ 702,657 $ $ 702,657

Swap agreements

Total

$ 702,657 $ $ 702,657

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Goldman Sachs & Co.

$ 702,657 $ $ (702,657 ) $

Total

$ 702,657 $ $ (702,657 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

138


Table of Contents

ProShares Ultra DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ 401,083 $ $ 401,083

Total

$ 401,083 $ $ 401,083

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Goldman Sachs & Co.

$ 401,083 $ $ (401,083 ) $

Total

$ 401,083 $ $ (401,083 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

139


Table of Contents

ProShares Ultra Gold

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition

Forward agreements

$ $ $

Futures contracts*

2,420 2,420

Total

$ 2,420 $ 2,420

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs & Co.

$ 2,420 $ $ $ 2,420

Total

$ 2,420 $ $ $ 2,420

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Forward agreements

$ 53,705,404 $ $ 53,705,404

Futures contracts*

Total

$ 53,705,404 $ $ 53,705,404

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Deutsche Bank AG

$ 34,265,059 $ (34,265,059 ) $ $

Goldman Sachs International

7,468,030 (7,468,030 )

Societe Generale S.A.

6,059,415 (6,059,415 ) $

UBS AG

5,912,900 (5,912,900 ) $

Total

$ 53,705,404 $ (53,705,404 ) $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

140


Table of Contents

ProShares Ultra Silver

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition

Forward agreements

$ $ $

Futures contracts*

9,170 9,170

Total

$ 9,170 $ $ 9,170

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs & Co.

$ 9,170 $ $ $ 9,170

Total

$ 9,170 $ $ $ 9,170

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Forward agreements

$ 176,550,859 $ $ 176,550,859

Futures contracts*

Total

$ 176,550,859 $ $ 176,550,859

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Deutsche Bank AG

$ 100,661,789 $ (100,661,789 ) $ $

Goldman Sachs International

24,477,384 (24,477,384 )

Societe Generale S.A.

31,882,510 (31,882,510 )

UBS AG

19,529,176 (19,529,176 )

Total

$ 176,550,859 $ (176,550,859 ) $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

141


Table of Contents

ProShares Ultra Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ 84,282 $ $ 84,282

Total

$ 84,282 $ $ 84,282

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

RBC Capital Markets

$ 84,282 $ $ (84,282 ) $

Total

$ 84,282 $ $ (84,282 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

142


Table of Contents

ProShares Ultra Euro

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition

Foreign currency forward contracts

$ 2,001 $ $ 2,001

Total

$ 2,001 $ $ 2,001

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs International

$ 1,584 $ $ $ 1,584

UBS AG

417 417

Total

$ 2,001 $ $ $ 2,001

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Foreign currency forward contracts

$ 39,032 $ $ 39,032

Total

$ 39,032 $ $ 39,032

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Goldman Sachs International

$ 10,596 $ (10,596 ) $ $

UBS AG

28,436 (28,436 )

Total

$ 39,032 $ (39,032 ) $ $

143


Table of Contents

ProShares Ultra Yen

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Foreign currency forward contracts

$ 10,228 $ $ 10,228

Total

$ 10,228 $ $ 10,228

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs International

$ 9,004 $ $ $ 9,004

UBS AG

1,224 1,224

Total

$ 10,228 $ $ $ 10,228

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Foreign currency forward contracts

$ 164 $ $ 164

Total

$ 164 $ $ 164

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

UBS AG

$ 164 $ (164 ) $ $

Total

$ 164 $ (164 ) $ $

144


Table of Contents

ProShares VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ 776,726 $ $ 776,726

Total

$ 776,726 $ $ 776,726

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

RBC Capital Markets

$ 776,726 $ $ (776,726 ) $

Total

$ 776,726 $ $ (776,726 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

145


Table of Contents

ProShares VIX Mid-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Futures contracts*

$ 516,649 $ $ 516,649

Total

$ 516,649 $ $ 516,649

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

RBC Capital Markets

$ 516,649 $ $ (516,649 ) $

Total

$ 516,649 $ $ (516,649 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

146


Table of Contents

ProShares Ultra VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of June 30 , 2013:

Assets Gross Amounts
of  Recognized
Assets
Gross Amounts
Offset in  the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts  of
Assets
Presented in the
Statement of

Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of  Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition

Futures contracts*

$ 6,404,993 $ $ 6,404,993

Total

$ 6,404,993 $ $ 6,404,993

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts  of
Liabilities
Presented in  the
Statement  of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net Amount

RBC Capital Markets

$ 6,404,993 $ $ (6,404,993 ) $

Total

$ 6,404,993 $ $ (6,404,993 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

147


Table of Contents

ProShares Short VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013:

Assets Gross Amounts
of  Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in  the
Statement  of
Financial
Condition

Futures contracts*

$ 628,781 $ $ 628,781

Total

$ 628,781 $ $ 628,781

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Assets
Presented in  the
Statement  of
Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount

RBC Capital Markets

$ 628,781 $ $ $ 628,781

Total

$ 628,781 $ $ $ 628,781

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013:

Liabilities Gross Amounts
of  Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement  of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of June 30, 2013:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement  of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net Amount
$ $ $ $

Total

$ $ $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

148


Table of Contents

ProShares UltraShort DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of  Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in  the
Statement  of
Financial
Condition

Swap agreements

$ 148,502 $ $ 148,502

Total

$ 148,502 $ $ 148,502

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net
Amount

Goldman Sachs International

$ 104,181 $ $ $ 104,181

UBS AG

44,321 44,321

Total

$ 148,502 $ $ $ 148,502

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Swap agreements

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net Amount
$ $ $ $

Total

$ $ $ $

149


Table of Contents

ProShares UltraShort DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of
Assets
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Assets Assets Financial Condition Condition

Futures contracts*

$ $ $

Swap agreements

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Received Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Futures contracts*

$ 979,336 $ $ 979,336

Swap agreements

5,607,060 5,607,060

Total

$ 6,586,396 $ $ 6,586,396

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial Financial Cash Collateral Net
Condition Instruments Pledged Amount

Goldman Sachs & Co.

$ 979,336 $ $ (979,336 ) $

Goldman Sachs International

1,880,292 (1,880,292 )

Societe Generale S.A.

1,730,366 (1,730,366 )

UBS AG

1,996,402 (1,996,402 )

Total

$ 6,586,396 $ (5,607,060 ) $ (979,336 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

150


Table of Contents

ProShares UltraShort DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of
Assets
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Assets Assets Financial Condition Condition

Futures contracts*

$ 632,777 $ $ 632,777

Total

$ 632,777 $ $ 632,777

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial Financial Cash Collateral Net
Condition Instruments Received Amount

Goldman Sachs & Co.

$ 632,777 $ $ $ 632,777

Total

$ 632,777 $ $ $ 632,777

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Pledged Net Amount
$ $ $ $

Total

$ $ $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

151


Table of Contents

ProShares UltraShort Gold

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of
Assets
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Assets Assets Financial Condition Condition

Forward agreements

$ 3,729,856 $ $ 3,729,856

Futures contracts*

Total

$ 3,729,856 $ $ 3,729,856

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Received Net Amount

Deutsche Bank AG

$ 2,389,236 $ $ $ 2,389,236

Goldman Sachs International

452,059 452,059

Societe Generale S.A.

499,264 499,264

UBS AG

389,297 389,297

Total

$ 3,729,856 $ $ $ 3,729,856

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Forward agreements

$ $ $

Futures contracts*

3,980 3,980

Total

$ 3,980 $ $ 3,980

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Pledged Net Amount

Goldman Sachs & Co.

$ 3,980 $ $ (3,980 ) $

Total

$ 3,980 $ $ (3,980 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

152


Table of Contents

ProShares UltraShort Silver

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of
Assets
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Assets Assets Financial Condition Condition

Forward agreements

$ 19,307,685 $ $ 19,307,685

Futures contracts*

Total

$ 19,307,685 $ $ 19,307,685

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Received Net Amount

Deutsche Bank AG

$ 10,786,801 $ $ $ 10,786,801

Goldman Sachs International

3,141,119 3,141,119

Societe Generale S.A.

3,255,649 3,255,649

UBS AG

2,124,116 2,124,116

Total

$ 19,307,685 $ $ $ 19,307,685

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Forward agreements

$ $ $

Futures contracts*

2,520 2,520

Total

$ 2,520 $ $ 2,520

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Pledged Net Amount

Goldman Sachs & Co.

$ 2,520 $ $ (2,520 ) $

Total

$ 2,520 $ $ (2,520 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

153


Table of Contents

ProShares Short Euro

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ 6,612 $ $ 6,612

Total

$ 6,612 $ $ 6,612

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount

RBC Capital Markets

$ 6,612 $ $ $ 6,612

Total

$ 6,612 $ $ $ 6,612

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Pledged Net Amount
$ $ $ $

Total

$ $ $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

154


Table of Contents

ProShares UltraShort Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of
Assets
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Assets Assets Financial Condition Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Received Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Futures contracts*

$ 10,950 $ $ 10,950

Total

$ 10,950 $ $ 10,950

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Pledged Net Amount

RBC Capital Markets

$ 10,950 $ $ (10,950 ) $

Total

$ 10,950 $ $ (10,950 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

155


Table of Contents

ProShares UltraShort Euro

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Gross Amounts Net Amounts of
Assets
Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Assets Assets Financial Condition Condition

Foreign currency forward contracts

$ 251,047 $ $ 251,047

Total

$ 251,047 $ $ 251,047

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Received Net Amount

Goldman Sachs International

$ 251,047 $ $ $ 251,047

Total

$ 251,047 $ $ $ 251,047

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Foreign currency forward contracts

$ 13,398,619 $ $ 13,398,619

Total

$ 13,398,619 $ $ 13,398,619

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial Financial Cash Collateral Net
Condition Instruments Pledged Amount

Goldman Sachs International

$ 6,048,832 $ (6,048,832 ) $ $

UBS AG

7,349,787 (7,349,787 )

Total

$ 13,398,619 $ (13,398,619 ) $ $

156


Table of Contents

ProShares UltraShort Yen

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of
Assets
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Assets Assets Financial Condition Condition

Foreign currency forward contracts

$ 38,346,817 $ $ 38,346,817

Total

$ 38,346,817 $ $ 38,346,817

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Received Net Amount

Goldman Sachs International

$ 18,518,532 $ $ $ 18,518,532

UBS AG

19,828,285 19,828,285

Total

$ 38,346,817 $ $ $ 38,346,817

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Foreign currency forward contracts

$ 232,642 $ $ 232,642

Total

$ 232,642 $ $ 232,642

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial Financial Cash Collateral Net
Condition Instruments Pledged Amount

UBS AG

$ 232,642 $ (232,642 ) $ $

Total

$ 232,642 $ (232,642 ) $ $

157


Table of Contents

ProShares Ultra DJ-UBS Commodity

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Net Amounts of
Assets
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Assets Assets Financial Condition Condition

Swap agreements

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial Financial Cash Collateral
Condition Instruments Received Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Net Amounts of
Liabilities
Gross Amounts Presented in the
Gross Amounts Offset in the Statement of
of Recognized Statement of Financial
Liabilities Liabilities Financial Condition Condition

Swap agreements

$ 306,268 $ $ 306,268

Total

$ 306,268 $ $ 306,268

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial Financial Cash Collateral Net
Condition Instruments Pledged Amount

Goldman Sachs International

$ 198,117 $ (198,117 ) $ $

UBS AG

108,151 (108,151 )

Total

$ 306,268 $ (306,268 ) $ $

158


Table of Contents

ProShares Ultra DJ-UBS Crude Oil

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ 3,430,415 $ $ 3,430,415

Swap agreements

33,333,620 33,333,620

Total

$ 36,764,035 $ $ 36,764,035

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in
the Statement of Financial
Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs & Co.

$ 3,430,415 $ $ $ 3,430,415

Goldman Sachs International

14,334,730 14,334,730

Societe Generale S.A.

8,989,866 8,989,866

UBS AG

10,009,024 10,009,024

Total

$ 36,764,035 $ $ $ 36,764,035

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Swap agreements

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount
$ $ $ $

Total

$ $ $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

159


Table of Contents

ProShares Ultra DJ-UBS Natural Gas

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ 4,891,783 $ $ 4,891,783

Total

$ 4,891,783 $ $ 4,891,783

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net
Amount

Goldman Sachs & Co.

$ 4,891,783 $ $ (4,891,783 ) $

Total

$ 4,891,783 $ $ (4,891,783 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

160


Table of Contents

ProShares Ultra Gold

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition

Forward agreements

$ $ $

Futures contracts*

3,980 3,980

Total

$ 3,980 $ $ 3,980

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs & Co.

$ 3,980 $ $ $ 3,980

Total

$ 3,980 $ $ $ 3,980

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Forward agreements

$ 15,652,058 $ $ 15,652,058

Futures contracts*

Total

$ 15,652,058 $ $ 15,652,058

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Deutsche Bank AG

$ 4,622,873 $ (4,622,873 ) $ $

Goldman Sachs International

3,678,367 (3,678,367 )

Societe Generale S.A.

3,715,989 (3,715,989 )

UBS AG

3,634,829 (3,634,829 )

Total

$ 15,652,058 $ (15,652,058 ) $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

161


Table of Contents

ProShares Ultra Silver

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition

Forward agreements

$ $ $

Futures contracts*

2,520 2,520

Total

$ 2,520 $ $ 2,520

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Goldman Sachs & Co.

$ 2,520 $ $ $ 2,520

Total

$ 2,520 $ $ $ 2,520

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition

Forward agreements

$ 145,740,706 $ $ 145,740,706

Futures contracts*

Total

$ 145,740,706 $ $ 145,740,706

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement  of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount

Deutsche Bank AG

$ 44,873,116 $ (42,756,218 ) $ $ 2,116,898

Goldman Sachs International

34,491,042 (34,491,042 )

Societe Generale S.A.

34,802,217 (34,802,217 )

UBS AG

31,574,331 (31,574,331 )

Total

$ 145,740,706 $ (143,623,808 ) $ $ 2,116,898

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

162


Table of Contents

ProShares Ultra Australian Dollar

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ 12,000 $ $ 12,000

Total

$ 12,000 $ $ 12,000

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount

RBC Capital Markets

$ 12,000 $ $ $ 12,000

Total

$ 12,000 $ $ $ 12,000

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net Amount
$ $ $ $

Total

$ $ $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

163


Table of Contents

ProShares Ultra Euro

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition

Foreign currency forward contracts

$ 89,473 $ $ 89,473

Total

$ 89,473 $ $ 89,473

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount

Goldman Sachs International

$ 38,327 $ $ $ 38,327

UBS AG

51,146 51,146

Total

$ 89,473 $ $ $ 89,473

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition

Foreign currency forward contracts

$ 2,314 $ $ 2,314

Total

$ 2,314 $ $ 2,314

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net Amount

Goldman Sachs International

$ 635 $ (635 ) $ $

UBS AG

1,679 (1,679 )

Total

$ 2,314 $ (2,314 ) $ $

164


Table of Contents

ProShares Ultra Yen

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition

Foreign currency forward contracts

$ 13,523 $ $ 13,523

Total

$ 13,523 $ $ 13,523

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount

Goldman Sachs International

$ 7,325 $ $ $ 7,325

UBS AG

6,198 6,198

Total

$ 13,523 $ $ $ 13,523

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in  the
Statement of
Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition

Foreign currency forward contracts

$ 507,819 $ $ 507,819

Total

$ 507,819 $ $ 507,819

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net Amount

Goldman Sachs International

$ 231,047 $ (231,047 ) $ $

UBS AG

276,772 (178,999 ) 97,773

Total

$ 507,819 $ (410,046 ) $ $ 97,773

165


Table of Contents

ProShares VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition

Futures contracts*

$ 31,540,181 $ $ 31,540,181

Total

$ 31,540,181 $ $ 31,540,181

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net
Amount

RBC Capital Markets

$ 31,540,181 $ $ (31,540,181 ) $

Total

$ 31,540,181 $ $ (31,540,181 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

166


Table of Contents

ProShares VIX Mid-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Received
Net Amount
$ $ $ $

Total

$ $ $ $

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition

Futures contracts*

$ 1,890,675 $ $ 1,890,675

Total

$ 1,890,675 $ $ 1,890,675

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial Condition
Net Amounts  of
Liabilities
Presented in  the
Statement of
Financial
Condition
Financial
Instruments
Cash  Collateral
Pledged
Net
Amount

RBC Capital Markets

$ 1,890,675 $ $ (1,890,675 ) $

Total

$ 1,890,675 $ $ (1,890,675 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

167


Table of Contents

ProShares Ultra VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Swap agreements

301,351 301,351

Total

$ 301,351 $ $ 301,351

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

Societe Generale S.A.

$ 301,351 $ $ $ 301,351

Total

$ 301,351 $ $ $ 301,351

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ 35,666,735 $ $ 35,666,735

Swap agreements

Total

$ 35,666,735 $ $ 35,666,735

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net
Amount

RBC Capital Markets

$ 35,666,735 $ $ (35,666,735 ) $

Total

$ 35,666,735 $ $ (35,666,735 ) $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

168


Table of Contents

ProShares Short VIX Short-Term Futures ETF

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012:

Assets Gross Amounts
of Recognized
Assets
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ 5,524,721 $ $ 5,524,721

Total

$ 5,524,721 $ $ 5,524,721

Financial Assets, Derivative Assets, and Collateral Held by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Assets
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Received
Net Amount

RBC Capital Markets

$ 5,524,721 $ $ $ 5,524,721

Total

$ 5,524,721 $ $ $ 5,524,721

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012:

Liabilities Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset in the
Statement of
Financial Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition

Futures contracts*

$ $ $

Total

$ $ $

Financial Liabilities, Derivative Liabilities, and Collateral Pledged by Counterparty as of December 31, 2012:

Gross Amounts Not Offset in the
Statement of Financial  Condition
Net Amounts of
Liabilities
Presented in the
Statement of
Financial
Condition
Financial
Instruments
Cash Collateral
Pledged
Net Amount
$ $ $ $

Total

$ $ $ $

* Current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures contracts; Cumulative appreciation/depreciation is reported in the Schedule of Investments.

169


Table of Contents

NOTE 4 – AGREEMENTS

Management Fee

Each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. Each Matching VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of its average daily NAV of such Fund. The Sponsor did not and will not charge its fee in the first year of operation of each Fund in an amount equal to the organization and offering costs. The Sponsor reimbursed or will reimburse each Fund to the extent that its offering costs exceed the Management Fee for the first year of operations. The Management Fee is paid in consideration of the Sponsor’s services as commodity pool operator, and for managing the business and affairs of the Funds. From the Management Fee, the Sponsor pays the fees and expenses of the Administrator, Custodian, Distributor, ProFunds Distributors, Inc. (“PDI”), an affiliated broker-dealer of the Sponsor, Transfer Agent and any index licensors for the Funds, the routine operational, administrative and other ordinary expenses of each Fund, and the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations, including, but not limited to, expenses such as tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees, individual K-1 preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses. For the six months ended June 30, 2013 and 2012, the Sponsor paid and is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds. Each Fund incurs and pays its non-recurring and unusual fees and expenses.

The Administrator

The Sponsor and the Trust, for itself and on behalf of each Fund, has appointed Brown Brothers Harriman & Co. (“BBH&Co.”) as the Administrator of the Funds, and the Sponsor, the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into an Administrative Agency Agreement (the “Administration Agreement”) in connection therewith. Pursuant to the terms of the Administration Agreement and under the supervision and direction of the Sponsor and the Trust, BBH&Co. prepares and files certain regulatory filings on behalf of the Funds. BBH&Co. may also perform other services for the Funds pursuant to the Administration Agreement as mutually agreed upon by the Sponsor, the Trust and BBH&Co. from time to time. Pursuant to the terms of the Administration Agreement, BBH&Co. also serves as the Transfer Agent of the Funds. The Administrator’s fees are paid on behalf of the Funds by the Sponsor.

The Custodian

BBH&Co. serves as the Custodian of the Funds, and the Trust, on its own behalf and on behalf of each Fund, and BBH&Co. have entered into a Custodian Agreement in connection therewith. Pursuant to the terms of the Custodian Agreement, BBH&Co. is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BBH&Co. by the Funds. The Custodian’s fees are paid on behalf of the Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”), serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI.

170


Table of Contents

Routine Operational, Administrative and Other Ordinary Expenses

The Sponsor pays all of the routine operational, administrative and other ordinary expenses of each Fund generally, as determined by the Sponsor including, but not limited to, fees and expenses of the Administrator, Custodian, Distributor, PDI, Transfer Agent, accounting and auditing fees and expenses, tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund, FINRA filing fees, individual Schedule K-1 preparation and mailing fees not exceeding 0.10% per annum of the NAV of a Fund, and report preparation and mailing expenses.

Non-Recurring Fees and Expenses

Each Fund pays all non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds. Such fees and expenses are those that are non-recurring, unexpected or unusual in nature.

NOTE 5 – OFFERING COSTS

Offering costs will be amortized by the Funds over a twelve month period on a straight-line basis beginning once the fund commences operations. The Sponsor did not and will not charge its Management Fee in the first year of operations of any Fund in an amount equal to the offering costs. The Sponsor reimbursed or will reimburse each Leveraged Fund, the Short Euro Fund and each Geared VIX Fund, to the extent that its offering costs exceeded 0.95% of its average daily NAV for the first year of operations. The Sponsor reimbursed each Matching VIX Fund if its offering costs exceeded 0.85% of its average daily NAV for the first year of operations.

NOTE 6 – CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems Shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of 50,000 Shares of a Geared Fund and 25,000 Shares of a Matching VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. As a result of the share splits and reverse share splits as described in Note 1, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

Except when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements, such as references to the Transaction Fees imposed on purchases and redemptions, is not relevant to retail investors.

Transaction Fees on Creation and Redemption Transactions

The manner by which Creation Units are purchased or redeemed is dictated by the terms of the Authorized Participant Agreement and Authorized Participant Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian; and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position or block trade whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded futures contracts at or near the closing settlement price for such contracts on the purchase order date.

Authorized Participants may pay a fixed transaction fee of up to $500 in connection with each order to create or redeem a Creation Unit in order to compensate BBH&Co., as the Administrator, the Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10% of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

171


Table of Contents

Transaction fees for the three and six months ended June 30, 2013, which are included in the Sale and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:

Fund Three Months Ended
June 30, 2013
Six Months Ended
June 30, 2013

UltraShort DJ-UBS Commodity

$ $

UltraShort DJ-UBS Crude Oil

92,528 117,884

UltraShort DJ-UBS Natural Gas

2,369 4,450

UltraShort Gold

37,231 43,090

UltraShort Silver

54,968 68,006

Short Euro

UltraShort Australian Dollar

UltraShort Euro

UltraShort Yen

Ultra DJ-UBS Commodity

283

Ultra DJ-UBS Crude Oil

93,314 146,558

Ultra DJ-UBS Natural Gas

5,706 17,416

Ultra Gold

12,066 13,781

Ultra Silver

45,423 65,674

Ultra Australian Dollar

Ultra Euro

Ultra Yen

VIX Short-Term Futures ETF

VIX Mid-Term Futures ETF

Ultra VIX Short-Term Futures ETF

263,908 477,198

Short VIX Short-Term Futures ETF

43,904 76,280

172


Table of Contents

NOTE 7 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended June 30, 2013:

For the Three Months Ended June 30, 2013 (unaudited)

Per Share Operating Performance

UltraShort DJ-
UBS
Commodity
UltraShort DJ-
UBS Crude Oil
UltraShort DJ-
UBS Natural
Gas*
UltraShort
Gold
UltraShort
Silver
Short Euro UltraShort
Australian
Dollar

Net asset value, at March 31, 2013

$ 55.1027 $ 36.4792 $ 71.8641 $ 67.8681 $ 54.0616 $ 38.6319 $ 36.8899

Net investment income (loss)

(0.1323 ) (0.0890 ) (0.2013 ) (0.1885 ) (0.1695 ) (0.0857 ) (0.1080 )

Net realized and unrealized gain (loss)#

10.9199 (0.0509 ) 16.9096 46.4189 56.7051 (0.6198 ) 9.6293

Change in net asset value from operations

10.7876 (0.1399 ) 16.7083 46.2304 56.5356 (0.7055 ) 9.5213

Net asset value, at June 30, 2013

$ 65.8903 $ 36.3393 $ 88.5724 $ 114.0985 $ 110.5972 $ 37.9264 $ 46.4112

Market value per share, at March 31, 2013†

$ 51.14 $ 36.62 $ 72.24 $ 68.01 $ 55.02 $ 38.65 $ 36.41

Market value per share, at June 30, 2013†

$ 64.97 $ 36.45 $ 88.00 $ 106.50 $ 101.27 $ 38.01 $ 46.54

Total Return, at net asset value^

19.6 % (0.4 )% 23.2 % 68.1 % 104.6 % (1.8 )% 25.8 %

Total Return, at market value^

27.0 % (0.5 )% 21.8 % 56.6 % 84.1 % (1.7 )% 27.8 %

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.99 )% (1.22 )% (0.95 )% (0.95 )% (0.96 )% (1.06 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.89 )% (0.94 )% (1.16 )% (0.90 )% (0.90 )% (0.91 )% (1.03 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2013.
** Percentages are annualized.

173


Table of Contents

For the Three Months Ended June 30, 2013 (unaudited)

Per Share Operating Performance

UltraShort
Euro
UltraShort
Yen
Ultra DJ-UBS
Commodity
Ultra DJ-UBS
Crude Oil
Ultra DJ-UBS
Natural Gas
Ultra Gold Ultra Silver

Net asset value, at March 31, 2013

$ 20.0135 $ 59.0103 $ 23.6100 $ 31.6693 $ 50.2520 $ 77.1858 $ 38.4785

Net investment income (loss)

(0.0435 ) (0.1447 ) (0.0479 ) (0.0674 ) (0.1359 ) (0.1322 ) (0.0534 )

Net realized and unrealized gain (loss)

(0.6810 ) 5.2415 (4.3018 ) (1.4405 ) (14.0947 ) (35.3778 ) (22.6818 )

Change in net asset value from operations

(0.7245 ) 5.0968 (4.3497 ) (1.5079 ) (14.2306 ) (35.5100 ) (22.7352 )

Net asset value, at June 30, 2013

$ 19.2890 $ 64.1071 $ 19.2603 $ 30.1614 $ 36.0214 $ 41.6758 $ 15.7433

Market value per share, at March 31, 2013†

$ 20.00 $ 59.00 $ 23.92 $ 31.56 $ 49.95 $ 77.01 $ 37.75

Market value per share, at June 30, 2013†

$ 19.29 $ 64.08 $ 18.96 $ 30.11 $ 36.26 $ 44.63 $ 17.00

Total Return, at net asset value^

(3.6 )% 8.6 % (18.4 )% (4.8 )% (28.3 )% (46.0 )% (59.1 )%

Total Return, at market value^

(3.6 )% 8.6 % (20.7 )% (4.6 )% (27.4 )% (42.0 )% (55.0 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.95 )% (0.95 )% (0.98 )% (1.19 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.91 )% (0.90 )% (0.89 )% (0.94 )% (1.14 )% (0.87 )% (0.88 )%

Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2013.
** Percentages are annualized.

174


Table of Contents

For the Three Months Ended June 30, 2013 (unaudited)

Per Share Operating Performance

Ultra Australian
Dollar
Ultra Euro Ultra Yen VIX Short-
Term Futures
ETF*
VIX Mid-Term
Futures ETF
Ultra VIX
Short-Term
Futures ETF*
Short VIX
Short-Term
Futures ETF

Net asset value, at March 31, 2013

$ 42.1480 $ 22.8637 $ 23.7738 $ 54.1233 $ 26.4359 $ 75.7613 $ 92.1973

Net investment income (loss)

(0.0909 ) (0.0533 ) (0.0482 ) (0.1069 ) (0.0525 ) (0.2915 ) (0.3259 )

Net realized and unrealized gain (loss)#

(9.2248 ) 0.6640 (2.5057 ) 1.9255 1.9041 (3.4739 ) (13.6086 )

Change in net asset value from operations

(9.3157 ) 0.6107 (2.5539 ) 1.8186 1.8516 (3.7654 ) (13.9345 )

Net asset value, at June 30, 2013

$ 32.8323 $ 23.4744 $ 21.2199 $ 55.9419 $ 28.2875 $ 71.9959 $ 78.2628

Market value per share, at March 31, 2013†

$ 42.55 $ 22.92 $ 23.69 $ 54.50 $ 26.43 $ 76.90 $ 91.08

Market value per share, at June 30, 2013†

$ 33.96 $ 23.25 $ 21.10 $ 55.91 $ 28.25 $ 71.69 $ 78.45

Total Return, at net asset value^

(22.1 )% 2.7 % (10.7 )% 3.4 % 7.0 % (5.0 )% (15.1 )%

Total Return, at market value^

(20.2 )% 1.4 % (10.9 )% 2.6 % 6.9 % (6.8 )% (13.9 )%

Ratios to Average Net Assets**

Expense ratio

(0.99 )% (0.95 )% (0.95 )% (0.85 )% (0.85 )% (1.80 )% (1.56 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.85 )% (0.85 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.95 )% (0.90 )% (0.90 )% (0.81 )% (0.81 )% (1.77 )% (1.52 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2013.
** Percentages are annualized.

175


Table of Contents

Selected data for a Share outstanding throughout the three months ended June 30, 2012:

For the Three Months Ended June 30, 2012 (unaudited)

Per Share Operating Performance

UltraShort DJ-
UBS
Commodity
UltraShort DJ-
UBS Crude Oil
UltraShort DJ-
UBS Natural
Gas*
UltraShort
Gold*
UltraShort
Silver*
Short Euro+

Net asset value, at March 31, 2012

$ 55.0086 $ 35.2448 $ 195.7666 $ 67.7407 $ 52.4356 $ 40.0000

Net investment income (loss)

(0.1322 ) (0.0906 ) (0.6847 ) (0.1553 ) (0.1330 ) (0.0060 )

Net realized and unrealized gain (loss)

4.1855 14.0762 (73.8133 ) 3.4041 17.6224 (0.5219 )

Change in net asset value from operations

4.0533 13.9856 (74.4980 ) 3.2488 17.4894 (0.5279 )

Net asset value, at June 30, 2012

$ 59.0619 $ 49.2304 $ 121.2686 $ 70.9895 $ 69.9250 $ 39.4721

Market value per share, at March 31, 2012†

$ 54.71 $ 35.16 $ 197.40 $ 67.24 $ 52.75 $ 40.00

Market value per share, at June 30, 2012†

$ 58.64 $ 49.42 $ 120.52 $ 70.92 $ 67.82 $ 39.49

Total Return, at net asset value^

7.4 % 39.7 % (38.1 )% 4.8 % 33.4 % (1.3 )%

Total Return, at market value^

7.2 % 40.6 % (38.9 )% 5.5 % 28.6 % (1.3 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.98 )% (1.63 )% (0.95 )% (0.95 )% (1.09 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.89 )% (0.92 )% (1.57 )% (0.88 )% (0.88 )% (1.09 )%

* See Note 1 of these Notes to Financial Statements.
+ From commencement of operations, June 26, 2012, through June 30, 2012.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2012.
** Percentages are annualized.

176


Table of Contents

For the Three Months Ended June 30, 2012 (unaudited)

Per Share Operating Performance

UltraShort Euro UltraShort Yen Ultra DJ-UBS
Commodity
Ultra DJ-UBS
Crude Oil
Ultra DJ-UBS
Natural Gas*
Ultra Gold Ultra Silver

Net asset value, at March 31, 2012

$ 18.9713 $ 47.0450 $ 26.1013 $ 42.8123 $ 37.6935 $ 87.7900 $ 54.8939

Net investment income (loss)

(0.0447 ) (0.0958 ) (0.0514 ) (0.0745 ) (0.1200 ) (0.1789 ) (0.0978 )

Net realized and unrealized gain (loss)

1.9805 (3.4144 ) (2.5316 ) (15.0248 ) 8.1186 (7.8493 ) (17.7648 )

Change in net asset value from operations

1.9358 (3.5102 ) (2.5830 ) (15.0993 ) 7.9986 (8.0282 ) (17.8626 )

Net asset value, at June 30, 2012

$ 20.9071 $ 43.5348 $ 23.5183 $ 27.7130 $ 45.6921 $ 79.7618 $ 37.0313

Market value per share, at March 31, 2012†

$ 18.97 $ 47.05 $ 25.90 $ 42.91 $ 37.40 $ 88.40 $ 54.46

Market value per share, at June 30, 2012†

$ 20.90 $ 43.51 $ 23.66 $ 27.54 $ 45.75 $ 79.74 $ 38.13

Total Return, at net asset value^

10.2 % (7.5 )% (9.9 )% (35.3 )% 21.2 % (9.1 )% (32.5 )%

Total Return, at market value^

10.2 % (7.5 )% (8.6 )% (35.8 )% 22.3 % (9.8 )% (30.0 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.95 )% (0.95 )% (0.98 )% (1.31 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.88 )% (0.88 )% (0.88 )% (0.92 )% (1.25 )% (0.88 )% (0.88 )%

* See Note 1 of these Notes to Financial Statements.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2012.
** Percentages are annualized.

177


Table of Contents

For the Three Months Ended June 30, 2012 (unaudited)

Per Share Operating Performance

Ultra Euro Ultra Yen VIX Short-
Term Futures
ETF*
VIX Mid-Term
Futures ETF
Ultra VIX
Short-Term
Futures ETF*
Short VIX
Short-Term
Futures ETF*

Net asset value, at March 31, 2012

$ 25.2458 $ 31.3676 $ 177.4817 $ 55.9502 $ 1,429.7668 $ 49.4858

Net investment income (loss)

(0.0515 ) (0.0731 ) (0.3902 ) (0.1183 ) (6.5621 ) (0.1554 )

Net realized and unrealized gain (loss)#

(2.5589 ) 2.1975 (17.0474 ) (0.7960 ) (461.0991 ) (4.0487 )

Change in net asset value from operations

(2.6104 ) 2.1244 (17.4376 ) (0.9143 ) (467.6612 ) (4.2041 )

Net asset value, at June 30, 2012

$ 22.6354 $ 33.4920 $ 160.0441 $ 55.0359 $ 962.1056 $ 45.2817

Market value per share, at March 31, 2012†

$ 25.21 $ 31.36 $ 178.85 $ 56.74 $ 1,456.00 $ 49.07

Market value per share, at June 30, 2012†

$ 22.62 $ 33.39 $ 161.60 $ 55.08 $ 984.00 $ 44.92

Total Return, at net asset value^

(10.3 )% 6.8 % (9.8 )% (1.6 )% (32.7 )% (8.5 )%

Total Return, at market value^

(10.3 )% 6.5 % (9.6 )% (2.9 )% (32.4 )% (8.5 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.95 )% (0.85 )% (0.85 )% (1.74 )% (1.57 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.85 )% (0.85 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.88 )% (0.88 )% (0.80 )% (0.80 )% (1.71 )% (1.52 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2012.
** Percentages are annualized.

178


Table of Contents

Selected data for a Share outstanding throughout the six months ended June 30, 2013:

For the Six Months Ended June 30, 2013 (unaudited)

Per Share Operating Performance

UltraShort
DJ-UBS
Commodity
UltraShort
DJ-UBS
Crude Oil
UltraShort DJ-
UBS Natural
Gas*
UltraShort
Gold
UltraShort
Silver
Short Euro UltraShort
Australian
Dollar

Net asset value, at December 31, 2012

$ 54.1021 $ 40.3079 $ 102.1402 $ 63.8688 $ 51.3951 $ 37.6285 $ 37.8081

Net investment income (loss)

(0.2467 ) (0.1744 ) (0.4363 ) (0.3363 ) (0.2677 ) (0.1698 ) (0.2042 )

Net realized and unrealized gain (loss)#

12.0349 (3.7942 ) (13.1315 ) 50.5660 59.4698 0.4677 8.8073

Change in net asset value from operations

11.7882 (3.9686 ) (13.5678 ) 50.2297 59.2021 0.2979 8.6031

Net asset value, at June 30, 2013

$ 65.8903 $ 36.3393 $ 88.5724 $ 114.0985 $ 110.5972 $ 37.9264 $ 46.4112

Market value per share, at December 31, 2012†

$ 51.64 $ 40.44 $ 101.64 $ 62.60 $ 50.07 $ 37.64 $ 37.74

Market value per share, at June 30, 2013†

$ 64.97 $ 36.45 $ 88.00 $ 106.50 $ 101.27 $ 38.01 $ 46.54

Total Return, at net asset value^

21.8 % (9.8 )% (13.3 )% 78.6 % 115.2 % 0.8 % 22.8 %

Total Return, at market value^

25.8 % (9.9 )% (13.4 )% 70.1 % 102.3 % 1.0 % 23.3 %

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.98 )% (1.21 )% (0.95 )% (0.95 )% (0.96 )% (1.05 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.88 )% (0.92 )% (1.15 )% (0.89 )% (0.88 )% (0.91 )% (1.01 )%

* See Note 1 of these Notes to Financial Statements.
# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2013.
** Percentages are annualized.

179


Table of Contents

For the Six Months Ended June 30, 2013 (unaudited)

Per Share Operating Performance

UltraShort
Euro
UltraShort
Yen
Ultra DJ-UBS
Commodity
Ultra DJ-UBS
Crude Oil
Ultra DJ-UBS
Natural Gas
Ultra Gold Ultra Silver

Net asset value, at December 31, 2012

$ 19.0172 $ 50.7577 $ 24.3875 $ 29.3941 $ 39.0490 $ 83.7634 $ 42.9727

Net investment income (loss)

(0.0846 ) (0.2699 ) (0.1017 ) (0.1348 ) (0.2278 ) (0.3089 ) (0.1400 )

Net realized and unrealized gain (loss)#

0.3564 13.6193 (5.0255 ) 0.9021 (2.7998 ) (41.7787 ) (27.0894 )

Change in net asset value from operations

0.2718 13.3494 (5.1272 ) 0.7673 (3.0276 ) (42.0876 ) (27.2294 )

Net asset value, at June 30, 2013

$ 19.2890 $ 64.1071 $ 19.2603 $ 30.1614 $ 36.0214 $ 41.6758 $ 15.7433

Market value per share, at December 31, 2012†

$ 19.01 $ 50.77 $ 23.93 $ 29.32 $ 39.24 $ 85.34 $ 44.10

Market value per share, at June 30, 2013†

$ 19.29 $ 64.08 $ 18.96 $ 30.11 $ 36.26 $ 44.63 $ 17.00

Total Return, at net asset value^

1.4 % 26.3 % (21.0 )% 2.6 % (7.8 )% (50.2 )% (63.4 )%

Total Return, at market value^

1.5 % 26.2 % (20.8 )% 2.7 % (7.6 )% (47.7 )% (61.5 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.95 )% (0.95 )% (0.97 )% (1.15 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.89 )% (0.89 )% (0.89 )% (0.91 )% (1.09 )% (0.88 )% (0.87 )%

# The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2013.
** Percentages are annualized.

180


Table of Contents

For the Six Months Ended June 30, 2013 (unaudited)

Per Share Operating Performance

Ultra
Australian
Dollar
Ultra Euro Ultra Yen VIX Short-
Term Futures
ETF*
VIX Mid-
Term Futures
ETF
Ultra VIX
Short-Term
Futures ETF*
Short VIX
Short-Term
Futures ETF

Net asset value, at December 31, 2012

$ 41.4986 $ 24.3499 $ 28.1840 $ 83.9374 $ 34.7003 $ 201.3178 $ 66.1298

Net investment income (loss)

(0.1859 ) (0.1070 ) (0.1026 ) (0.2241 ) (0.1061 ) (0.6942 ) (0.6298 )

Net realized and unrealized gain (loss)

(8.4804 ) (0.7685 ) (6.8615 ) (27.7714 ) (6.3067 ) (128.6277 ) 12.7628

Change in net asset value from operations

(8.6663 ) (0.8755 ) (6.9641 ) (27.9955 ) (6.4128 ) (129.3219 ) 12.1330

Net asset value, at June 30, 2013

$ 32.8323 $ 23.4744 $ 21.2199 $ 55.9419 $ 28.2875 $ 71.9959 $ 78.2628

Market value per share, at December 31, 2012†

$ 41.45 $ 24.32 $ 28.28 $ 85.05 $ 34.22 $ 209.00 $ 65.45

Market value per share, at June 30, 2013†

$ 33.96 $ 23.25 $ 21.10 $ 55.91 $ 28.25 $ 71.69 $ 78.45

Total Return, at net asset value^

(20.9 )% (3.6 )% (24.7 )% (33.4 )% (18.5 )% (64.2 )% 18.3 %

Total Return, at market value^

(18.1 )% (4.4 )% (25.4 )% (34.3 )% (17.4 )% (65.7 )% 19.9 %

Ratios to Average Net Assets**

Expense ratio

(0.99 )% (0.95 )% (0.95 )% (0.85 )% (0.85 )% (1.86 )% (1.55 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.85 )% (0.85 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.94 )% (0.90 )% (0.89 )% (0.80 )% (0.80 )% (1.83 )% (1.50 )%

* See Note 1 of these Notes to Financial Statements.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2013.
** Percentages are annualized.

181


Table of Contents

Selected data for a Share outstanding throughout the six months ended June 30, 2012:

For the Six Months Ended June 30, 2012 (unaudited)

Per Share Operating Performance

UltraShort
DJ-UBS
Commodity
UltraShort
DJ-UBS
Crude Oil
UltraShort DJ-
UBS Natural
Gas*
UltraShort
Gold*
UltraShort
Silver*
Short Euro+

Net asset value, at December 31, 2011

$ 56.9207 $ 38.8151 $ 95.2206 $ 82.7114 $ 76.6771 $ 40.0000

Net investment income (loss)

(0.2523 ) (0.1715 ) (1.1058 ) (0.3109 ) (0.2561 ) (0.0060 )

Net realized and unrealized gain (loss)

2.3935 10.5868 27.1538 (11.4110 ) (6.4960 ) (0.5219 )

Change in net asset value from operations

2.1412 10.4153 26.0480 (11.7219 ) (6.7521 ) (0.5279 )

Net asset value, at June 30, 2012

$ 59.0619 $ 49.2304 $ 121.2686 $ 70.9895 $ 69.9250 $ 39.4721

Market value per share, at December 31, 2011†

$ 56.19 $ 38.69 $ 95.84 $ 79.24 $ 79.35 $ 40.00

Market value per share, at June 30, 2012†

$ 58.64 $ 49.42 $ 120.52 $ 70.92 $ 67.82 $ 39.49

Total Return, at net asset value^

3.8 % 26.8 % 27.4 % (14.2 )% (8.8 )% (1.3 )%

Total Return, at market value^

4.4 % 27.7 % 25.8 % (10.5 )% (14.5 )% (1.3 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.98 )% (1.51 )% (0.95 )% (0.95 )% (1.09 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.91 )% (0.93 )% (1.47 )% (0.90 )% (0.90 )% (1.09 )%

* See Note 1 of these Notes to Financial Statements.
+ From commencement of operations, June 26, 2012, through June 30, 2012.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2012.
** Percentages are annualized.

182


Table of Contents

For the Six Months Ended June 30, 2012 (unaudited)

Per Share Operating Performance

UltraShort
Euro
UltraShort
Yen
Ultra DJ-UBS
Commodity
Ultra DJ-UBS
Crude Oil
Ultra DJ-UBS
Natural Gas*
Ultra Gold Ultra Silver

Net asset value, at December 31, 2011

$ 20.3357 $ 40.9557 $ 25.8805 $ 40.8828 $ 101.9786 $ 75.9066 $ 43.1903

Net investment income (loss)

(0.0904 ) (0.1949 ) (0.1143 ) (0.1717 ) (0.2625 ) (0.3874 ) (0.2251 )

Net realized and unrealized gain (loss)

0.6618 2.7740 (2.2479 ) (12.9981 ) (56.0240 ) 4.2426 (5.9339 )

Change in net asset value from operations

0.5714 2.5791 (2.3622 ) (13.1698 ) (56.2865 ) 3.8552 (6.1590 )

Net asset value, at June 30, 2012

$ 20.9071 $ 43.5348 $ 23.5183 $ 27.7130 $ 45.6921 $ 79.7618 $ 37.0313

Market value per share, at December 31, 2011†

$ 20.35 $ 40.95 $ 25.64 $ 40.94 $ 101.35 $ 79.01 $ 41.65

Market value per share, at June 30, 2012†

$ 20.90 $ 43.51 $ 23.66 $ 27.54 $ 45.75 $ 79.74 $ 38.13

Total Return, at net asset value^

2.8 % 6.3 % (9.1 )% (32.2 )% (55.2 )% 5.1 % (14.3 )%

Total Return, at market value^

2.7 % 6.3 % (7.7 )% (32.7 )% (54.9 )% 0.9 % (8.5 )%

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.95 )% (0.95 )% (0.97 )% (1.28 )% (0.95 )% (0.95 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.91 )% (0.90 )% (0.91 )% (0.93 )% (1.23 )% (0.90 )% (0.90 )%

* See Note 1 of these Notes to Financial Statements.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2012.
** Percentages are annualized.

183


Table of Contents

For the Six Months Ended June 30, 2012 (unaudited)

Per Share Operating Performance

Ultra Euro Ultra Yen VIX Short-
Term Futures
ETF*
VIX Mid-
Term Futures
ETF
Ultra VIX
Short-Term
Futures ETF*
Short VIX
Short-Term
Futures ETF*

Net asset value, at December 31, 2011

$ 23.8860 $ 36.4704 $ 381.8690 $ 74.1396 $ 7,412.6879 $ 25.8664

Net investment income (loss)

(0.1090 ) (0.1518 ) (0.8339 ) (0.2526 ) (14.9477 ) (0.3262 )

Net realized and unrealized gain (loss)

(1.1416 ) (2.8266 ) (220.9910 ) (18.8511 ) (6,435.6346 ) 19.7416

Change in net asset value from operations

(1.2506 ) (2.9784 ) (221.8249 ) (19.1037 ) (6,450.5823 ) 19.4154

Net asset value, at June 30, 2012

$ 22.6354 $ 33.4920 $ 160.0441 $ 55.0359 $ 962.1056 $ 45.2817

Market value per share, at December 31, 2011†

$ 23.87 $ 36.50 $ 378.70 $ 74.13 $ 7,296.00 $ 26.14

Market value per share, at June 30, 2012†

$ 22.62 $ 33.39 $ 161.60 $ 55.08 $ 984.00 $ 44.92

Total Return, at net asset value^

(5.2 )% (8.2 )% (58.1 )% (25.8 )% (87.0 )% 75.1 %

Total Return, at market value^

(5.2 )% (8.5 )% (57.3 )% (25.7 )% (86.5 )% 71.8 %

Ratios to Average Net Assets**

Expense ratio

(0.95 )% (0.95 )% (0.85 )% (0.85 )% (1.80 )% (1.70 )%

Expense ratio, excluding brokerage commissions

(0.95 )% (0.95 )% (0.85 )% (0.85 )% (0.95 )% (0.95 )%

Net investment income (loss)

(0.91 )% (0.90 )% (0.80 )% (0.81 )% (1.78 )% (1.65 )%

* See Note 1 of these Notes to Financial Statements.
Market values are determined at the close of the New York Stock Exchange, which may be later than when the Funds’ net asset value is calculated.
^ Percentages are not annualized for the period ended June 30, 2012.
** Percentages are annualized.

184


Table of Contents

NOTE 8 – RISK

Correlation and Compounding Risk

The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day (as measured from NAV calculation time to NAV calculation time). The return of a Geared Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ from the inverse (-1x), two times the inverse (-2x), or two times (2x) of the return of the Geared Fund’s benchmark for the period. A Fund will lose money if its benchmark performance is flat over time, and it is possible for a Geared Fund to lose money over time even if the performance of its benchmark increases (or decreases in the case of Short and UltraShort Funds), as a result of daily rebalancing, the benchmark’s volatility and compounding. Longer holding periods, higher benchmark volatility, inverse exposure and greater leverage each affect the impact of compounding on a Fund’s returns. Daily compounding of a Geared Fund’s investment returns can dramatically and adversely affect its longer-term performance during periods of high volatility. Volatility may be at least as important to a Geared Fund’s return for a period as the return of the Fund’s underlying benchmark. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

Each Ultra and UltraShort Fund uses leverage and should produce daily returns that are more volatile than that of its benchmark. For example, the daily return of an Ultra Fund with a 2x multiple should be approximately two times as volatile on a daily basis as is the return of a fund with an objective of matching the same benchmark. The daily return of a Short or UltraShort Fund is designed to return the inverse (-1) or two times the inverse (-2x) of the return that would be expected of a fund with an objective of matching the same benchmark. The Geared Funds are not appropriate for all investors and present different risks than other funds. The Leveraged Funds use leverage and are riskier than similarly benchmarked exchange-traded funds that do not use leverage. An investor should only consider an investment in a Geared Fund if he or she understands the consequences of seeking daily leveraged, daily inverse or daily inverse leveraged investment results. Daily objective geared funds, if used properly and in conjunction with the investor’s view on the future direction and volatility of the markets, can be useful tools for investors who want to manage their exposure to various markets and market segments and who are willing to monitor and/or periodically rebalance their portfolios. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily.

While the Funds expect to meet their investment objectives, several factors may affect their ability to do so. Among these factors are: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that correlates to a Fund’s objective; (2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmarks; (3) bid-ask spreads on such Financial Instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments and commission costs; (5) holding instruments traded in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; and (10) accounting standards.

A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark may prevent such Geared Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions or extreme market volatility will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., -1x, -2x or 2x, as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher on days when the benchmark levels are volatile near the close of the trading day. In addition, unlike other funds that do not rebalance their portfolios as frequently, each Geared Fund may be subject to increased trading costs associated with daily portfolio rebalancing in order to maintain appropriate exposure to the underlying benchmarks.

185


Table of Contents

Counterparty Risk

Certain of the Funds will use swap agreements and/or forward contracts as a means to achieve their respective investment objectives. Such Funds will use either swap agreements and/or forward contracts referencing their respective benchmarks. These Funds may also invest in other swap agreements or forward contracts if such instruments tend to exhibit trading prices or returns that correlate with the benchmark or a component of the benchmark and will further the investment objective of the Fund. Certain Funds may invest in swap agreements or forward contracts if position accountability rules or position limits are reached with respect to specific futures contracts or the market for a specific futures contract experiences emergencies ( e.g. , natural disaster, terrorist attack or an act of God) or disruptions ( e.g. , a trading halt or a flash crash) that prevent the Funds from obtaining the appropriate amount of investment exposure to the affected futures contract or certain other futures contracts. Although unlikely, those Funds, under these circumstances, could have 100% exposure to swap agreements or forward contracts.

Swap agreements and forward contracts are generally traded in OTC markets and have only recently become subject to regulation by the CFTC. CFTC rules, however, do not cover all types of swap agreements and forward contracts. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act (the “CEA”) in connection with each Fund’s swap agreements or forward contracts. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of trading abuses or financial failure by participants.

The Funds will be subject to credit risk with respect to the counterparties to the derivative contracts (whether a clearing corporation in the case of cleared instruments or another third party in the case of OTC uncleared instruments). Unlike in futures contracts, the counterparty to uncleared swap agreements or forward contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, a Fund is subject to credit risk with respect to the amount it expects to receive from counterparties to uncleared swaps and forward contracts entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline.

The Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds; however there are no limitations on the percentage of its assets each Fund may invest in swap agreements or forward contracts with a particular counterparty. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major global financial institutions.

OTC swaps or forward contracts are less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. If the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap agreement or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss.

Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund.

186


Table of Contents

The counterparty risk for cleared derivative transactions is generally lower than for uncleared over-the-counter derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to the Fund.

Leverage Risk

The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions could result in the total loss of an investor’s investment.

For example, because the UltraShort Funds and Ultra Funds include a two times the inverse (-2x), or a two times (2x) multiplier, a single-day movement in the relevant benchmark approaching 50% at any point in the day (for an UltraShort Fund or an UltraShort Fund) could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment objective of the Fund in which an investor has invested, even if such Fund’s benchmark subsequently moves in an opposite direction, eliminating all or a portion of the movement. This would be the case with downward single-day or intraday movements in the underlying benchmark of an Ultra Fund or upward single-day or intraday movements in the benchmark of an UltraShort Fund, even if the underlying benchmark maintains a level greater than zero at all times.

Liquidity Risk

Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.

“Contango” and “Backwardation” Risk

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in August 2012 may specify an October 2012 expiration. For an Ultra Fund and a Matching VIX Fund, as that contract nears expiration, it may be replaced by selling the October 2012 contract and purchasing the contract expiring in December 2012. This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically, the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the October 2012 contract would take place at a price that is higher than the price at which the December 2012 contract is purchased, thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods of backwardation, backwardation will likely not exist in these markets at all times. The presence of contango (where prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors) in certain futures contracts at the time of rolling would be expected to adversely affect an Ultra Fund or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund or an UltraShort Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Funds and UltraShort Funds, and positively affect the Ultra Funds and Matching VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

187


Table of Contents

Gold and silver historically exhibit persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. It is generally believed this is because the market needs to build inventories for most of the year in order to have enough storage to make it through a normal winter. Periods of backwardation are typically thought to be caused by demand shocks or supply shortages such as an unusually cold winter or a hurricane.

NOTE 9 – LEGAL PROCEEDINGS

The Trust and certain principals of the Sponsor have been named as defendants (along with several other parties) in a consolidated class action lawsuit filed in the United States District Court for the Southern District of New York, styled In re ProShares Trust Securities Litigation, Civ. No. 09-cv-6935 . The complaint, as amended, alleged that the defendants violated Sections 11 and 15 of the Securities Act of 1933 by including untrue statements of material fact and omitting material facts in the Registration Statement for one or more ProShares ETFs and allegedly failing to adequately disclose the Funds’ investment objectives and risks. The six Funds of the Trust named in the complaint were ProShares Ultra Silver, ProShares UltraShort Gold, ProShares Ultra Gold, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Crude Oil and ProShares UltraShort Silver. On September 10, 2012, the District Court issued an Opinion and Order dismissing the class action lawsuit in its entirety. On December 17, 2012, the plaintiffs filed an appeal brief to the United States Court of Appeals for the Second Circuit. On July 22, 2013, the United States Court of Appeals for the Second Circuit issued an Opinion affirming the District Court’s decision dismissing the class action lawsuit in its entirety.

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Trust’s and the Funds’ financial statements through the date the financial statements were issued. Management has determined that there are no material events that would require disclosure in the Trust’s or the Funds’ financial statements through this date.

188


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

This information should be read in conjunction with the financial statements and notes to the financial statements included with this Quarterly Report on Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. None of the Trust, the Sponsor or the Trustee (as each term is defined below) assumes responsibility for the accuracy or completeness of any forward-looking statements. Except as expressly required by federal securities laws, none of the Trust, the Sponsor or the Trustee is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in expectations or predictions.

Introduction

ProShares Trust II (formerly known as the Commodities and Currencies Trust) (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of June 30, 2013, the following twenty-one series of the Trust have commenced investment operations: (i) ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Australian Dollar, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); (ii) ProShares Short Euro (the “Short Euro Fund”); (iii) ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iv) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”). Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Leveraged Fund, Short Euro Fund, Geared VIX Fund or Matching VIX Fund. The Shares of each Leveraged Fund, the Short Euro Fund, each Geared VIX Fund and each Matching VIX Fund are listed on the New York Stock Exchange Archipelago (“NYSE Arca”). The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in this Quarterly Report on Form 10-Q. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in this Quarterly Report on Form 10-Q.

The Trust also registered shares for three additional series; ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy, collectively referred to as the “New Funds”. On April 24, 2013, the registered offerings for each of the New Funds, which had never been publicly offered, were terminated.

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

Eight of the Funds, ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra DJ-UBS Commodity, ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Euro and ProShares Ultra Yen commenced trading on the NYSE Arca on November 25, 2008. Four of the Funds, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares Ultra Gold and ProShares Ultra Silver, commenced trading on the NYSE Arca on December 3, 2008. Two of the Funds, ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF, commenced trading on the NYSE Arca on January 3, 2011. Two of the Funds, ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF commenced trading on the NYSE Arca on October 3, 2011. Two of the Funds, ProShares UltraShort DJ-UBS Natural Gas and ProShares Ultra DJ-UBS Natural Gas, commenced trading on the NYSE Arca

189


Table of Contents

on October 4, 2011. One of the Funds, ProShares Short Euro, commenced trading on the NYSE Arca on June 26, 2012. Two of the Funds, ProShares UltraShort Australian Dollar and ProShares Ultra Australian Dollar, commenced trading on the NYSE Arca on July 17, 2012.

ProShare Capital Management LLC serves as the Trust’s Sponsor (the “Sponsor”) and commodity pool operator. Wilmington Trust Company serves as the Trustee of the Trust (the “Trustee”). The Funds are commodity pools, as defined under the CEA and the applicable regulations of the Commodity Futures Trading Commission (the “CFTC”) and are operated by the Sponsor, a commodity pool operator registered with the CFTC. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended.

Groups of Funds are collectively referred to in this Quarterly Report on Form 10-Q in several different ways. References to “Short Funds,” “UltraShort Funds,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds”, “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

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

Each of the Funds generally invests in Financial Instruments ( i.e. , instruments whose value is derived from the value of an underlying asset, rate or index, including futures contracts, swap agreements, forward contracts and other instruments) as a substitute for investing directly in commodities, currencies, or spot volatility products in order to gain exposure to the commodity futures index, commodity, currency or exchange rate equity volatility index or applicable commodity or financial futures contracts. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “leveraged” investment results for the Geared Funds. Each Matching VIX Fund seeks results (before fees and expenses), both over a single day and over time, that match the performance of the S&P 500 VIX Short-Term Futures Index (the “Short-Term VIX Index”) or the S&P 500 VIX Mid-Term Futures Index (the “Mid-Term VIX Index”) (each a “VIX Futures Index”). Each Geared VIX Fund seeks daily investment results (before fees and expenses) that correspond to a multiple or the inverse of the daily performance of a benchmark. Each VIX Fund intends to obtain exposure to its benchmark by investing primarily in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“CBOE”) Volatility Index (the “VIX”).

Each Geared Fund seeks investment results for a single day only, not for longer periods. A “single day” is measured from the time a Fund calculates its respective net asset value per Share (“NAV”) to the time of the Fund’s next NAV calculation. This is different from most exchange-traded funds and means that the return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, which will very likely differ from -1x, -2x or 2x of the return of the index to which such Fund is benchmarked for that period. In periods of higher market volatility, the volatility of the benchmark may be at least as important to a Geared Fund’s return for the period as the return of the benchmark. Geared Funds are riskier than similarly benchmarked exchange-traded funds that are not geared. Accordingly, these funds may not be suitable for all investors and should be used only by knowledgeable investors who understand the potential consequences of seeking daily leveraged, inverse or inverse leveraged investment results. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. The Geared VIX Funds do not seek to achieve their stated objective over a period greater than a single day. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

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

190


Table of Contents

Each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares and each Matching VIX Fund continuously offers and redeems its Shares in blocks of 25,000 Shares (each such block a “Creation Unit”). Only Authorized Participants may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with one or more of the Funds. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective NAV. Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price that varies depending on, among other factors, the trading price of the Shares of each Fund on the NYSE Arca, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

Liquidity and Capital Resources

In order to collateralize derivatives positions in indices, commodities or currencies, a significant portion of the net assets of each Fund is held in cash and/or U.S. Treasury Securities, agency securities, or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. dollars or the applicable foreign currency with respect to a Currency Fund). A portion of these investments may be posted as collateral in connection with swap agreements and each Fund’s trading in futures and forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three and six months ended June 30, 2013 and 2012, each of the Funds earned interest income as follows:

Fund

Interest Income
Three Months
Ended

June 30, 2013
Interest Income
Three Months
Ended

June 30, 2012
Interest Income
Six Months
Ended

June 30, 2013
Interest Income
Six Months
Ended

June 30, 2012

ProShares UltraShort DJ-UBS Commodity

510 978 1,235 1,659

ProShares UltraShort DJ-UBS Crude Oil

23,201 20,652 48,510 30,777

ProShares UltraShort DJ-UBS Natural Gas

3,549 2,166 5,950 3,029

ProShares UltraShort Gold

19,551 242,236 35,308 31,155

ProShares UltraShort Silver

16,691 29,103 39,046 44,427

ProShares Short Euro

511 1,025

ProShares UltraShort Australian Dollar

1,111 1,609

ProShares UltraShort Euro

52,873 151,290 140,103 199,019

ProShares UltraShort Yen

61,098 42,631 130,590 63,202

ProShares Ultra DJ-UBS Commodity

664 1,404 1,414 1,929

ProShares Ultra DJ-UBS Crude Oil

38,629 50,164 101,903 63,252

ProShares Ultra DJ-UBS Natural Gas

4,949 6,879 16,626 8,998

ProShares Ultra Gold

41,790 61,509 100,868 88,900

ProShares Ultra Silver

102,633 125,529 261,893 177,264

ProShares Ultra Australian Dollar

424 1,070

ProShares Ultra Euro

421 1,087 1,097 1,575

ProShares Ultra Yen

417 872 1,243 1,244

ProShares VIX Short-Term Futures ETF

19,211 19,273 43,539 26,077

ProShares VIX Mid-Term Futures ETF

6,431 12,164 13,751 18,250

ProShares Ultra VIX Short-Term Futures ETF

18,527 14,866 36,066 17,781

ProShares Short VIX Short-Term Futures ETF

7,368 3,301 16,633 4,195

191


Table of Contents

Each Fund’s underlying swaps, futures and forward contracts, as applicable, may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps and forward contracts are not traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

Entry into swap agreements or forward contracts may further impact liquidity because these contractual agreements are executed “off-exchange” between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

The large size of the positions in which a Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Investments related to one benchmark, which in many cases is highly concentrated.

Because each Fund may enter into swaps and may trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

Market Risk

Trading in futures contracts involves each Fund entering into contractual commitments to purchase or sell a commodity or currency underlying the Fund’s benchmark at a specified date and price, should it hold such futures contract into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity or currency, it would be required to make delivery of that commodity or currency at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity or currency can rise is unlimited, entering into commitments to sell commodities or currencies would expose a Fund to theoretically unlimited risk.

Each Fund’s exposure to market risk is influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

For more information, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q.

Credit Risk

When a Fund enters into swap agreements, futures contracts or forward contracts, the Fund is exposed to credit risk that the counterparty to the contract will not meet its obligations.

The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members ( i.e ., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions.

Swap and forward agreements are contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

Swap agreements do not generally involve the delivery of underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to a swap agreement defaults, the Fund’s risk of loss typically consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovery collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of assets at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

limiting the outstanding amounts due from counterparties to the Funds;

not posting margin directly with a counterparty;

generally requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily;

limiting the amount of margin or premium posted at a futures commission merchant (“FCM”); and

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

The FCM for each Fund, in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to the Fund, all assets of the Fund relating to domestic futures trading, and the FCM is not allowed to commingle such assets with other assets of the FCM. In addition, CFTC regulations also require the FCM to hold in a secure account assets of each Fund related to foreign futures trading.

Off-Balance Sheet Arrangements and Contractual Obligations

As of August 9, 2013, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

Management fee payments made to the Sponsor are calculated as a fixed percentage of each Fund’s NAV. As such, the Sponsor cannot anticipate the amount of payments that will be required under these arrangements for future periods as NAVs are not known until a future date. The agreement with the Sponsor may be terminated by either party upon 30 days written notice to the other party. One officer of the Trust also serves as an officer and owner of the Sponsor.

Critical Accounting Policies

The Trust’s and the Funds’ critical accounting policies are as follows:

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s and the Funds’ application of these policies involves judgments and actual results may differ from the estimates used.

Each Fund has significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in swaps, futures or forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statements of Operations.

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements. The fair value of a Financial Instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

For financial reporting purposes, the Leveraged Funds, the Short Euro Fund and the VIX Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain Leveraged Funds’, the Short Euro Fund’s and VIX Funds’ final creation/redemption NAV for the three and six months ended June 30, 2013.

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations.

Derivatives ( e.g. , futures, swaps and forward agreements) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver, Australian Dollar and Short Euro Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver, Australian Dollar and Short Euro Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at last settled price. If there was no sale on that day, and for non-exchange-traded derivatives, the Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position for such day. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. When market closing prices are not available, the Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards.

Fair value pricing may require subjective determinations about the value of an investment. While each Leveraged and VIX Fund’s policy is intended to result in a calculation of the Leveraged or the VIX Fund’s NAV that fairly reflects investment values as of the time of pricing, the Leveraged and the VIX Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Leveraged or the VIX Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Leveraged or the VIX Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. See Note 2 in Item 1 of this Quarterly Report on Form 10-Q for further information.

Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Realized gains (losses) and changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

Each Fund pays its respective brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis. The Sponsor is currently paying the brokerage commissions on the VIX futures contracts for the Matching VIX Funds.

Results of Operations for the Three Months Ended June 30, 2013 Compared to the Three Months Ended June 30, 2012

ProShares UltraShort DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 3,305,997 $ 8,801,218

NAV end of period

$ 3,953,221 $ 3,543,535

Percentage change in NAV

19.6 % (59.7 )%

Shares outstanding beginning of period

59,997 159,997

Shares outstanding end of period

59,997 59,997

Percentage change in shares outstanding

0.0 % (62.5 )%

Shares created

Shares redeemed

100,000

Per share NAV beginning of period

$ 55.10 $ 55.01

Per share NAV end of period

$ 65.89 $ 59.06

Percentage change in per share NAV

19.6 % 7.4 %

Percentage change in benchmark

(9.5 )% (4.6 )%

Benchmark annualized volatility

13.0 % 15.7 %

192


Table of Contents

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from March 31, 2013 to June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 159,997 outstanding shares at March 31, 2012 to 59,997 outstanding shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 19.6% for the three months ended June 30, 2013, as compared to the increase of 7.4% for the three months ended June 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $65.89 per Share and reached its low for the period on April 1, 2013 at $55.79 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on June 1, 2012 at $68.06 per Share and reached its low for the period on April 2, 2012 at $53.55 per Share.

The benchmark’s decline of 9.5% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 4.6% for the three months ended June 30, 2012, can be attributed to greater depreciation of the underlying components of the index during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

Net investment income (loss)

(7,940 ) (14,834 )

Management fee

8,450 15,812

Net realized gain (loss)

150,169 1,440,679

Change in net unrealized appreciation/depreciation

504,995 (529,884 )

Net income (loss)

647,224 895,961

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the Fund’s benchmark index in conjunction with a significantly lower average shares outstanding from the three months ended June 30, 2012 to the three months ended June 30, 2013.

ProShares UltraShort DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

NAV beginning of period

$ 141,172,634 $ 154,017,609

NAV end of period

$ 251,466,116 $ 82,211,941

Percentage change in NAV

78.1 % (46.6 )%

Shares outstanding beginning of period

3,869,944 4,369,944

Shares outstanding end of period

6,919,944 1,669,944

Percentage change in shares outstanding

78.8 % (61.8 )%

Shares created

7,100,000 1,300,000

193


Table of Contents
Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

Shares redeemed

4,050,000 4,000,000

Per share NAV beginning of period

$ 36.48 $ 35.24

Per share NAV end of period

$ 36.34 $ 49.23

Percentage change in per share NAV

(0.4 )% 39.7 %

Percentage change in benchmark

(1.7 )% (18.5 )%

Benchmark annualized volatility

21.8 % 30.2 %

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 3,869,944 outstanding Shares at March 31, 2013 to 6,919,944 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM . By comparison, the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 4,369,944 outstanding Shares at March 31, 2012 to 1,669,944 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM .

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 0.4% for the three months ended June 30, 2013, as compared to the increase of 39.7% for the three months ended June 30, 2012, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 17, 2013 at $45.45 per Share and reached its low for the period on June 18, 2013 at $34.89 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on June 28, 2012 at $60.49 per Share and reached its low for the period on May 1, 2012 at $33.30 per Share.

The benchmark’s decline of 1.7% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 18.5% for the three months ended June 30, 2012, can be attributed to a lesser decrease in the price of WTI Crude Oil during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

Net investment income (loss)

(438,268 ) (268,706 )

Management fee

442,975 278,920

Brokerage commissions

18,494 10,438

Net realized gain (loss)

1,034,624 54,334,541

Change in net unrealized appreciation/depreciation

9,876,289 (4,691,207 )

Net income (loss)

10,472,645 49,374,628

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a lesser decrease in the price of WTI Crude Oil during the three months ended June 30, 2013.

194


Table of Contents

ProShares UltraShort DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

NAV beginning of period

$ 25,153,019 $ 22,025,304

NAV end of period

$ 19,924,537 $ 13,643,687

Percentage change in NAV

(20.8 )% (38.1 )%

Shares outstanding beginning of period

350,008 112,508

Shares outstanding end of period

224,952 112,508

Percentage change in shares outstanding

(35.7 )% 0.0 %

Shares created

100,000 62,500

Shares redeemed

225,056 62,500

Per share NAV beginning of period

$ 71.86 $ 195.77

Per share NAV end of period

$ 88.57 $ 121.27

Percentage change in per share NAV

23.2 % (38.1 )%

Percentage change in benchmark

(13.9) % 14.0 %

Benchmark annualized volatility

34.3 % 51.8 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 350,008 outstanding Shares at March 31, 2013 to 224,952 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM . By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM . There was no net change in the Fund’s outstanding Shares from March 31, 2012 to June 30, 2012.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 23.2% for the three months ended June 30, 2013, as compared to the decrease of 38.1% for the three months ended June 30, 2012, was primarily due to appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $88.57 per Share and reached its low for the period on April 19, 2013 at $59.27 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 29, 2012 at $245.67 per Share and reached its low for the period on June 29, 2012 at $121.27 per Share.

The benchmark’s decline of 13.9% for the three months ended June 30, 2013, as compared to the benchmark’s rise of 14.0% for the three months ended June 30, 2012, can be attributed to a decrease in the price of Henry Hub Natural Gas during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

Net investment income (loss)

(74,590 ) (64,525 )

Management fee

61,051

Brokerage commissions

17,088 27,710

Offering costs

39,029

195


Table of Contents
Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

Limitation by Sponsor

(48 )

Net realized gain (loss)

(833,614 ) 1,866,072

Change in net unrealized appreciation/depreciation

5,825,460 (11,132,414 )

Net income (loss)

4,917,256 (9,330,867 )

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split and the reverse Share split for the ProShares UltraShort DJ-UBS Natural Gas Fund.

ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

NAV beginning of period

$ 104,990,435 $ 147,165,003

NAV end of period

$ 170,802,997 $ 129,376,591

Percentage change in NAV

62.7 % (12.1 )%

Shares outstanding beginning of period

1,546,978 2,172,475

Shares outstanding end of period

1,496,978 1,822,475

Percentage change in shares outstanding

(3.2 )% (16.1 )%

Shares created

950,000

Shares redeemed

1,000,000 350,000

Per share NAV beginning of period

$ 67.87 $ 67.74

Per share NAV end of period

$ 114.10 $ 70.99

Percentage change in per share NAV

68.1 % 4.8 %

Percentage change in benchmark

(25.4) % (3.9 )%

Benchmark annualized volatility

30.0 % 19.9 %

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 1,546,978 outstanding Shares at March 31, 2013 to 1,496,978 outstanding Shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 2,172,475 outstanding Shares at March 31, 2012 to 1,822,475 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 68.1% for the three months ended June 30, 2013, as compared to the increase of 4.8% for the three months ended June 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $114.10 per Share and reached its low for the period on April 2, 2013 at $69.11 per Share. By comparison, during the ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 30, 2012 at $77.48 per Share and reached its low for the period on April 2, 2012 at $66.51 per Share.

196


Table of Contents

The benchmark’s decline of 25.4% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 3.9% for the three months ended June 30, 2012, can be attributed to a greater decrease in the price of spot gold in U.S. Dollar terms during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

Net investment income (loss)

(349,253 ) (302,804 )

Management fee

368,796 327,032

Brokerage commissions

8 8

Net realized gain (loss)

20,859,654 3,259,056

Change in net unrealized appreciation/depreciation

55,071,795 4,384,516

Net income (loss)

75,582,196 7,340,768

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a greater decrease in the price of spot gold in U.S. Dollar terms during the three months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Gold Fund.

ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months
Ended June 30, 2013
Three Months
Ended June 30, 2012

NAV beginning of period

$ 105,879,128 $ 199,196,161

NAV end of period

$ 83,886,747 $ 161,421,100

Percentage change in NAV

(20.8 )% (19.0 )%

Shares outstanding beginning of period

1,958,489 3,798,874

Shares outstanding end of period

758,489 2,308,489

Percentage change in shares outstanding

(61.3 )% (39.2 )%

Shares created

900,000 970,000

Shares redeemed

2,100,000 2,460,385

Per share NAV beginning of period

$ 54.06 $ 52.44

Per share NAV end of period

$ 110.60 $ 69.93

Percentage change in per share NAV

104.6 % 33.4 %

Percentage change in benchmark

(34.2 )% (16.5 )%

Benchmark annualized volatility

42.0 % 30.5 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 1,958,489 outstanding Shares at March 31, 2013 to 758,489 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease of 3,798,874 outstanding Shares at March 31, 2012 to 2,308,489 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

197


Table of Contents

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 104.6% for the three months ended June 30, 2013, as compared to the increase of 33.4% for the three months ended June 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 27, 2013 at $113.67 per Share and reached its low for the period on April 2, 2013 at $56.63 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 16, 2012 at $72.27 per Share and reached its low for the period on April 3, 2012 at $50.67 per Share.

The benchmark’s decline of 34.2% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 16.5% for the three months ended June 30, 2012, can be attributed to a greater decrease in the price of spot silver in U.S. Dollar terms during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(273,413 ) (371,361 )

Management fee

290,088 400,447

Brokerage commissions

16 17

Net realized gain (loss)

51,617,283 39,064,507

Change in net unrealized appreciation/depreciation

40,881,903 13,283,202

Net income (loss)

92,225,773 51,976,348

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a greater decrease in the price of spot silver in U.S. Dollar terms during the three months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares UltraShort Silver Fund.

ProShares Short Euro

Since the Fund commenced investment operations on June 26, 2012, the Fund’s results of operations for the period ended June 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013:

Three Months Ended
June  30, 2013
Period Ended
June 30,  2012

NAV beginning of period

$ 3,863,386 $ 200

NAV end of period

$ 3,792,834 $ 3,947,410

Percentage change in NAV

(1.8 )% 1,973,605.0 %

Shares outstanding beginning of period

100,005 5

Shares outstanding end of period

100,005 100,005

Percentage change in shares outstanding

0.0 % 2,000,000.0 %

Shares created

100,000

Shares redeemed

Per share NAV beginning of period

$ 38.63 $ 40.00

198


Table of Contents
Three Months Ended
June  30, 2013
Three Months Ended
June  30, 2012

Per share NAV end of period

$ 37.93 $ 39.47

Percentage change in per share NAV

(1.8 )% (1.3 )%

Percentage change in benchmark

1.5 % 1.3 %

Benchmark annualized volatility

7.6 % 8.3 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2013 to June 30, 2013. By comparison, during the period ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 26, 2012 to 100,005 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the three months ended June 30, 2013 and the period ended June 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 1.8% for the three months ended June 30, 2013, as compared to the decrease of 1.3% for the period ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 2, 2013 at $38.63 per Share and reached its low for the period on June 18, 2013 at $36.88 per Share. By comparison, during the period ended June 30, 2012, the Fund’s per share NAV reached its high for the period on June 28, 2012 at $40.15 per Share and reached its low for the period on June 30, 2012 at $39.47 per Share.

The benchmark’s rise of 1.5% for the three months ended June 30, 2013, as compared to the benchmark’s rise of 1.3% for the period ended June 30, 2012, can be attributed to a greater increase in the value of the Euro versus the U.S. Dollar during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013:

Three Months Ended
June 30, 2013
Period Ended
June 30, 2012

Net investment income (loss)

(8,572 ) (477 )

Management fee

493

Brokerage commissions

114 63

Offering costs

35,401 562

Limitation by Sponsor

(26,925 ) (148 )

Net realized gain (loss)

(67,933 ) (2,000 )

Change in net unrealized appreciation/depreciation

5,953 (52,313 )

Net income (loss)

(70,552 ) (52,790 )

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the period ended June 30, 2012, primarily due to a greater rise in the value of the Euro versus the U.S. Dollar during the three month ended June 30, 2013.

ProShares UltraShort Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the three months ended June 30, 2012 is not available.

199


Table of Contents

The following table provides summary performance information for the Fund for the three months ended June 30, 2013:

Three Months Ended
June 30, 2013

NAV beginning of period

$ 3,689,176

NAV end of period

$ 23,205,856

Percentage change in NAV

529.0 %

Shares outstanding beginning of period

100,005

Shares outstanding end of period

500,005

Percentage change in shares outstanding

400.0 %

Shares created

400,000

Shares redeemed

Per share NAV beginning of period

$ 36.89

Per share NAV end of period

$ 46.41

Percentage change in per share NAV

25.8 %

Percentage change in benchmark

(12.2) %

Benchmark annualized volatility

11.8 %

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 100,005 outstanding Shares at March 31, 2013 to 500,005 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

For the period ended June 30, 2013, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 28, 2013 at $46.58 per Share and reached its low for the period on April 11, 2013 at $35.89 per Share.

The benchmark’s decline of 12.2% for the three months ended June 30, 2013, can be attributed to a decline in the value of the Australian Dollar versus the U.S. Dollar during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013:

Three Months Ended
June 30, 2013

Net investment income (loss)

(30,369 )

Brokerage commissions

3,381

Offering costs

34,834

Limitation by Sponsor

(6,735 )

Net realized gain (loss)

1,793,093

Change in net unrealized appreciation/depreciation

1,508,144

Net income (loss)

3,270,868

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June  30, 2013
Three Months Ended
June  30, 2012

NAV beginning of period

$ 516,348,251 $ 819,560,440

NAV end of period

$ 509,228,804 $ 896,915,348

Percentage change in NAV

(1.4 )% 9.4 %

200


Table of Contents
Three Months Ended
June  30, 2013
Three Months Ended
June  30, 2012

Shares outstanding beginning of period

25,800,014 43,200,014

Shares outstanding end of period

26,400,014 42,900,014

Percentage change in shares outstanding

2.3 % (0.7 )%

Shares created

2,750,000 8,200,000

Shares redeemed

2,150,000 8,500,000

Per share NAV beginning of period

$ 20.01 $ 18.97

Per share NAV end of period

$ 19.29 $ 20.91

Percentage change in per share NAV

(3.6 )% 10.2 %

Percentage change in benchmark

1.5 % (5.1 )%

Benchmark annualized volatility

7.6 % 8.3 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. The decrease in the Fund’s NAV was offset by an increase from 25,800,014 outstanding shares at March 31, 2013 to 26,400,014 outstanding shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. The increase in the Fund’s NAV was offset by a decrease from 43,200,014 outstanding Shares at March 31, 2012 to 42,900,014 outstanding Shares at June 30, 2012.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.6% for the three months ended June 30, 2013, as compared to the per Share NAV increase of 10.2% for the three months ended June 30, 2012 was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 2, 2013 at $20.02 per Share and reached its low for the period on June 18, 2013 at $18.23 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 31, 2012 at $21.98 per Share and reached its low for the period on April 2, 2012 at $19.00 per Share.

The benchmark’s rise of 1.5% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 5.1% for the three months ended June 30, 2012, can be attributed to a rise in the value of the Euro versus the U.S. Dollar during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(1,151,118 ) (1,941,599 )

Management fee

1,203,991 2,092,889

Net realized gain (loss)

(8,142,238 ) 82,142,813

Change in net unrealized appreciation/depreciation

(8,941,580 ) 8,478,199

Net income (loss)

(18,234,936 ) 88,679,413

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a rise in the value of the Euro versus the U.S. Dollar for the three months ended June 30, 2013.

201


Table of Contents

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June  30, 2013
Three Months Ended
June  30, 2012

NAV beginning of period

$ 472,040,826 $ 279,884,802

NAV end of period

$ 525,633,184 $ 230,703,599

Percentage change in NAV

11.4 % (17.6 )%

Shares outstanding beginning of period

7,999,294 5,949,294

Shares outstanding end of period

8,199,294 5,299,294

Percentage change in shares outstanding

2.5 % (10.9 )%

Shares created

3,100,000 450,000

Shares redeemed

2,900,000 1,100,000

Per share NAV beginning of period

$ 59.01 $ 47.05

Per share NAV end of period

$ 64.11 $ 43.53

Percentage change in per share NAV

8.6 % (7.5 )%

Percentage change in benchmark

(5.1) % 3.6 %

Benchmark annualized volatility

15.9 % 8.3 %

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 7,999,294 outstanding Shares at March 31, 2013 to 8,199,294 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,949,294 outstanding Shares at March 31, 2012 to 5,299,294 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 8.6% for the three months ended June 30, 2013, as compared to the decrease of 7.5% for the three months ended June 30, 2012 was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on May 17, 2013 at $70.23 per Share and reached its low for the period on April 3, 2013 at $57.46 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 3, 2012 at $47.06 per Share and reached its low for the period on June 1, 2012 at $41.71 per Share.

The benchmark’s decline of 5.1% for the three months ended June 30, 2013, as compared to the benchmark’s rise of 3.6% for the three months ended June 30, 2012, can be attributed to a decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(1,178,365 ) (529,790 )

Management fee

1,239,463 572,421

202


Table of Contents
Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net realized gain (loss)

48,143,885 (10,399,199 )

Change in net unrealized appreciation/depreciation

(6,866,776 ) (8,997,695 )

Net income (loss)

40,098,744 (19,926,684 )

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended June 30, 2013.

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June  30, 2013
Three Months Ended
June  30, 2012

NAV beginning of period

$ 4,722,331 $ 9,135,820

NAV end of period

$ 3,852,327 $ 8,231,731

Percentage change in NAV

(18.4 )% (9.9 )%

Shares outstanding beginning of period

200,014 350,014

Shares outstanding end of period

200,014 350,014

Shares created

Shares redeemed

Percentage change in shares outstanding

0.0 % 0.0 %

Per share NAV beginning of period

$ 23.61 $ 26.10

Per share NAV end of period

$ 19.26 $ 23.52

Percentage change in per share NAV

(18.4 )% (9.9 )%

Percentage change in benchmark

(9.5) % (4.6 )%

Benchmark annualized volatility

13.0 % 15.7 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from March 31, 2013 to June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from March 31, 2012 to June 30, 2012.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.4% for the three months ended June 30, 2013, as compared to the decrease of 9.9% for the three months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 1, 2013 at $23.31 per Share and reached its low for the period on June 30, 2013 at $19.26 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 2, 2012 at $26.78 per Share and reached its low for the period on June 1, 2012 at $20.71 per Share.

203


Table of Contents

The benchmark’s decline of 9.5% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 4.6% for the three months ended June 30, 2012, can be attributed to greater depreciation of the underlying components of the index during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(9,573 ) (18,004 )

Management fee

10,237 19,408

Net realized gain (loss)

(274,064 ) (1,858,138 )

Change in net unrealized appreciation/depreciation

(586,367 ) 972,052

Net income (loss)

(870,004 ) (904,090 )

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the Fund’s benchmark index in conjunction with significantly less shares outstanding from the three months ended June 30, 2012 to the three months ended June 30, 2013.

ProShares Ultra DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 326,167,332 $ 271,822,707

NAV end of period

$ 218,645,114 $ 489,111,964

Percentage change in NAV

(33.0 )% 79.9 %

Shares outstanding beginning of period

10,299,170 6,349,170

Shares outstanding end of period

7,249,170 17,649,170

Percentage change in shares outstanding

(29.6 )% 178.0 %

Shares created

5,850,000 12,700,000

Shares redeemed

8,900,000 1,400,000

Per share NAV beginning of period

$ 31.67 $ 42.81

Per share NAV end of period

$ 30.16 $ 27.71

Percentage change in per share NAV

(4.8 )% (35.3 )%

Percentage change in benchmark

(1.7) % (18.5 )%

Benchmark annualized volatility

21.8 % 30.2 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 10,299,170 outstanding Shares at March 31, 2013 to 7,249,170 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM . By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 6,349,170 outstanding Shares at March 31, 2012 to 17,649,170 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM .

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 4.8% for the three months ended June 30, 2013, as compared to the decrease of 35.3% for the three months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

204


Table of Contents

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 18, 2013 at $31.68 per Share and reached its low for the period on April 17, 2013 at $25.06 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 1, 2012 at $44.69 per Share and reached its low for the period on June 28, 2012 at $23.36 per Share.

The benchmark’s decline of 1.7% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 18.5% for the three months ended June 30, 2012, can be attributed to a lesser decrease in the price of WTI Crude Oil during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(655,340 ) (679,477 )

Management fee

670,575 705,397

Brokerage commissions

23,394 24,244

Net realized gain (loss)

20,743,552 (112,156,901 )

Change in net unrealized appreciation/depreciation

(22,061,839 ) 16,390,926

Net income (loss)

(1,973,627 ) (96,445,452 )

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a lesser decrease in the price of WTI Crude Oil during the three months ended June 30, 2013.

ProShares Ultra DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 51,254,090 $ 36,185,805

NAV end of period

$ 42,142,901 $ 62,595,441

Percentage change in NAV

(17.8 )% 73.0 %

Shares outstanding beginning of period

1,019,941 960,002

Shares outstanding end of period

1,169,941 1,369,941

Percentage change in shares outstanding

14.7 % 42.7 %

Shares created

650,000 460,000

Shares redeemed

500,000 50,061

Per share NAV beginning of period

$ 50.25 $ 37.69

Per share NAV end of period

$ 36.02 $ 45.69

Percentage change in per share NAV

(28.3 )% 21.2 %

Percentage change in benchmark

(13.9) % 14.0 %

Benchmark annualized volatility

34.3 % 51.8 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM . The decrease in the Fund’s NAV was offset by the increase from 1,019,941 outstanding Shares at March 31, 2013 to 1,169,941 outstanding shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 960,002 outstanding Shares at March 31, 2012 to 1,369,941 outstanding

205


Table of Contents

Shares at June 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 28.3% for the three months ended June 30, 2013, as compared to the increase of 21.2% for the three months ended June 30, 2012, was primarily due to a depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 19, 2013 at $59.32 per Share and reached its low for the period on June 30, 2013 at $36.02 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 18, 2012 at $51.41 per Share and reached its low for the period on April 19, 2012 at $29.42 per Share.

The benchmark’s decline of 13.9% for the three months ended June 30, 2013, as compared to the benchmark’s rise of 14.0% for the three months ended June 30, 2012, can be attributed to a decrease in the price of Henry Hub Natural Gas during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(111,690 ) (151,025 )

Management fee

93,177 75,830

Brokerage commissions

23,462 43,045

Offering costs

39,029

Net realized gain (loss)

9,156,331 (21,503,069 )

Change in net unrealized appreciation/depreciation

(19,993,846 ) 34,961,144

Net income (loss)

(10,949,205 ) 13,307,050

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the price of Henry Hub Natural Gas during the three months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra DJ-UBS Natural Gas Fund.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 316,462,981 $ 381,887,918

NAV end of period

$ 139,614,500 $ 331,012,682

Percentage change in NAV

(55.9 )% (13.3 )%

Shares outstanding beginning of period

4,100,014 4,350,014

Shares outstanding end of period

3,350,014 4,150,014

Percentage change in shares outstanding

(18.3 )% (4.6 )%

206


Table of Contents
Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Shares created

100,000

Shares redeemed

850,000 200,000

Per share NAV beginning of period

$ 77.19 $ 87.79

Per share NAV end of period

$ 41.68 $ 79.76

Percentage change in per share NAV

(46.0 %) (9.1 )%

Percentage change in benchmark

(25.4) % (3.9 )%

Benchmark annualized volatility

30.0 % 19.9 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,100,014 outstanding Shares at March 31, 2013 to 3,350,014 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,350,014 outstanding Shares at March 31, 2012 to 4,150,014 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 46.0% for the three months ended June 30, 2013, as compared to the decrease of 9.1% for the three months ended June 30, 2012, was primarily due to the greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 2, 2013 at $75.74 per Share and reached its low for the period on June 30, 2013 at $41.68 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 2, 2012 at $89.35 per Share and reached its low for the period on May 30, 2012 at $74.51 per Share.

The benchmark’s decline of 25.4% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 3.9% for the three months ended June 30, 2012, can be attributed to a greater decrease in the price of spot gold in U.S. Dollar terms during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(478,211 ) (753,951 )

Management fee

519,993 815,451

Brokerage commissions

8 9

Net realized gain (loss)

(68,002,811 ) (20,402,023 )

Change in net unrealized appreciation/depreciation

(62,980,880 ) (12,225,205 )

Net income (loss)

(131,461,902 ) (33,381,179 )

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a greater decrease in the price of spot gold in U.S. Dollar terms during the three months ended June 30, 2013.

207


Table of Contents

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 746,484,767 $ 845,367,293

NAV end of period

$ 425,855,952 $ 661,009,190

Percentage change in NAV

(43.0 )% (21.8 )%

Shares outstanding beginning of period

19,400,028 15,400,028

Shares outstanding end of period

27,050,028 17,850,028

Percentage change in shares outstanding

39.4 % 15.9 %

Shares created

8,400,000 3,250,000

Shares redeemed

750,000 800,000

Per share NAV beginning of period

$ 38.48 $ 54.89

Per share NAV end of period

$ 15.74 $ 37.03

Percentage change in per share NAV

(59.1 )% (32.5 )%

Percentage change in benchmark

(34.2) % (16.5 )%

Benchmark annualized volatility

42.0 % 30.5 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 19,400,028 outstanding Shares at March 31, 2013 to 27,050,028 outstanding shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 15,400,028 outstanding Shares at March 31, 2012 to 17,850,028 outstanding Shares at June 30, 2012.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 59.1% for the three months ended June 30, 2013, as compared to the decrease of 32.5% for the three months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 2, 2013 at $36.64 per Share and reached its low for the period on June 27, 2013 at $15.33 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 3, 2012 at $56.69 per Share and reached its low for the period on June 25, 2012 at $36.12 per Share.

The benchmark’s decline of 34.2% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 16.5% for the three months ended June 30, 2012, can be attributed to a greater decrease in the price of spot silver in U.S. Dollar terms during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(1,206,634 ) (1,610,787 )

Management fee

1,309,255 1,736,295

208


Table of Contents
Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Brokerage commissions

12 21

Net realized gain (loss)

(322,601,825 ) (219,391,213 )

Change in net unrealized appreciation/depreciation

(168,466,730 ) (68,866,623 )

Net income (loss)

(492,275,189 ) (289,868,623 )

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a greater decrease in the price of spot silver in U.S. Dollar terms during the three months ended June 30, 2013.

ProShares Ultra Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the three months ended June 30, 2012 is not available.

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013:

Three Months Ended
June 30, 2013

NAV beginning of period

$ 4,215,006

NAV end of period

$ 3,283,396

Percentage change in NAV

(22.1 )%

Shares outstanding beginning of period

100,005

Shares outstanding end of period

100,005

Percentage change in shares outstanding

0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 42.15

Per share NAV end of period

$ 32.83

Percentage change in per share NAV

(22.1 )%

Percentage change in benchmark

(12.2 )%

Benchmark annualized volatility

11.8 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. There was no net change in outstanding Shares from March 31, 2013 to June 30, 2013.

For the three months ended June 30, 2013, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 11, 2013 at $43.27 per Share and reached its low for the period on June 28, 2013 at $32.72 per Share.

The benchmark’s decline of 12.2% for the three months ended June 30, 2013, can be attributed to a decrease in the value of the Australian Dollar versus the U.S. Dollar during the three months ended June 30, 2013.

209


Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013:

Three Months Ended
June 30, 2013

Net investment income (loss)

(9,095 )

Brokerage commissions

415

Offering costs

34,834

Limitation by Sponsor

(25,730 )

Net realized gain (loss)

(590,520 )

Change in net unrealized appreciation/depreciation

(331,995 )

Net income (loss)

(931,610 )

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 4,573,067 $ 7,574,096

NAV end of period

$ 3,521,494 $ 5,659,156

Percentage change in NAV

(23.0 )% (25.3 )%

Shares outstanding beginning of period

200,014 300,014

Shares outstanding end of period

150,014 250,014

Percentage change in shares outstanding

(25.0 %) (16.7 )%

Shares created

Shares redeemed

50,000 50,000

Per share NAV beginning of period

$ 22.86 $ 25.25

Per share NAV end of period

$ 23.47 $ 22.64

Percentage change in per share NAV

2.7 % (10.3 )%

Percentage change in benchmark

1.5 % (5.1 )%

Benchmark annualized volatility

7.6 % 8.3 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 200,014 outstanding Shares at March 31, 2013 to 150,014 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 300,014 outstanding Shares at March 31, 2012 to 250,014 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 2.7% for the three months ended June 30, 2013, as compared to the decrease of 10.3% for the three months ended June 30, 2012 was primarily due to an increase in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 18, 2013 at $24.88 per Share and reached its low for the period on May 17, 2013 at $22.84 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 2, 2012 at $25.21 per Share and reached its low for the period on May 31, 2012 at $21.64 per Share.

The benchmark’s rise of 1.5% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 5.1% for the three months ended June 30, 2012, can be attributed to an increase in the value of the Euro versus the U.S. Dollar during the three months ended June 30, 2013.

210


Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(8,143 ) (14,414 )

Management fee

8,564 15,501

Net realized gain (loss)

36,986 (617,180 )

Change in net unrealized appreciation/depreciation

96,891 (171,578 )

Net income (loss)

125,734 (803,172 )

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to an increase in the value of the Euro versus the U.S. Dollar during the three months ended June 30, 2013.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 3,566,403 $ 4,705,580

NAV end of period

$ 3,183,279 $ 5,024,268

Percentage change in NAV

(10.7 )% 6.8 %

Shares outstanding beginning of period

150,014 150,014

Shares outstanding end of period

150,014 150,014

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 23.77 $ 31.37

Per share NAV end of period

$ 21.22 $ 33.49

Percentage change in per share NAV

(10.7 )% 6.8 %

Percentage change in benchmark

(5.1 )% 3.6 %

Benchmark annualized volatility

15.9 % 8.3 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2013 to June 30, 2013. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from March 31, 2012 to June 30, 2013.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 10.7% for the three months ended June 30, 2013, as compared to the increase of 6.8% for the three months ended June 30, 2012, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 3, 2013 at $24.40 per Share and reached its low for the period on May 17, 2013 at $19.65 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on June 1, 2012 at $35.08 per Share and reached its low for the period on April 3, 2012 at $31.33 per Share.

211


Table of Contents

The benchmark’s decline of 5.1% for the three months ended June 30, 2013, as compared to the benchmark’s rise of 3.6% for the three months ended June 30, 2012, can be attributed to a decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(7,227 ) (10,964 )

Management fee

7,644 11,836

Net realized gain (loss)

(456,590 ) 204,026

Change in net unrealized appreciation/depreciation

80,693 125,626

Net income (loss)

(383,124 ) 318,688

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a decrease in the value of the Japanese Yen versus the U.S. Dollar during the three months ended June 30, 2013.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 218,387,479 $ 126,899,583

NAV end of period

$ 174,808,019 $ 137,638,067

Percentage change in NAV

(20.0 )% 8.5 %

Shares outstanding beginning of period

4,035,001 715,001

Shares outstanding end of period

3,124,812 860,001

Percentage change in shares outstanding

(22.6 )% 20.3 %

Shares created

2,110,000 1,110,000

Shares redeemed

3,020,189 965,000

Per share NAV beginning of period

$ 54.12 $ 177.48

Per share NAV end of period

$ 55.94 $ 160.04

Percentage change in per share NAV

3.4 % (9.8 )%

Percentage change in benchmark

3.4 % (9.7 )%

Benchmark annualized volatility

71.2 % 87.0 %

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 4,035,001 outstanding Shares at March 31, 2013 to 3,124,812 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 715,001 outstanding Shares at March 31, 2012 to 860,001 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV increase of 3.4% for the three months ended June 30, 2013, as compared to the decrease of 9.8% for the three months ended June 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

212


Table of Contents

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 24, 2013 at $61.88 per Share and reached its low for the period on May 7, 2013 at $49.08 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 18, 2012 at $244.21 per Share and reached its low for the period on June 30, 2012 at $160.05 per Share.

The benchmark’s rise of 3.4% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 9.7% for the three months ended June 30, 2012, can be attributed to rising prices of the near-term futures contracts on the VIX futures curve during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(435,228 ) (306,475 )

Management fee

454,439 325,748

Net realized gain (loss)

11,161,136 (9,360,794 )

Change in net unrealized appreciation/depreciation

9,573,290 1,034,069

Net income (loss)

20,299,198 (8,633,200 )

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to the rise in the Fund’s benchmark during the three months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares VIX Short-Term Futures ETF.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 68,072,450 $ 102,109,475

NAV end of period

$ 72,133,381 $ 85,306,861

Percentage change in NAV

6.0 % (16.5 )%

Shares outstanding beginning of period

2,575,005 1,825,005

Shares outstanding end of period

2,550,005 1,550,005

Percentage change in shares outstanding

(1.0 )% (15.1 )%

Shares created

875,000 125,000

Shares redeemed

900,000 400,000

Per share NAV beginning of period

$ 26.44 $ 55.95

Per share NAV end of period

$ 28.29 $ 55.04

Percentage change in per share NAV

7.0 % (1.6 )%

Percentage change in benchmark

7.3 % (1.5 )%

Benchmark annualized volatility

28.0 % 41.0 %

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. The increase in the Fund’s NAV was offset by a decrease from 2,575,005 outstanding Shares at March 31, 2013 to 2,550,005 outstanding Shares at June 30, 2013. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV

213


Table of Contents

resulted primarily from a decrease from 1,825,005 outstanding Shares at March 31, 2012 to 1,550,005 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV increase of 7.0% for the three months ended June 30, 2013, as compared to the decrease of 1.6% for the three months ended June 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 24, 2013 at $28.93 per Share and reached its low for the period on May 7, 2013 at $24.07 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on June 4, 2012 at $66.17 per Share and reached its low for the period on May 2, 2012 at $54.44 per Share.

The benchmark’s rise of 7.3% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 1.5% for the three months ended June 30, 2012, can be attributed to a rise in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(126,773 ) (209,003 )

Management fee

133,204 221,167

Net realized gain (loss)

(2,486,090 ) (3,325,390 )

Change in net unrealized appreciation/depreciation

7,455,011 5,019,242

Net income (loss)

4,842,148 1,484,849

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a rise in the Fund’s benchmark during the three months ended June 30, 2013.

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 344,396,396 $ 119,978,881

NAV end of period

$ 215,235,917 $ 299,133,075

Percentage change in NAV

(37.5 )% 149.3 %

Shares outstanding beginning of period

4,545,808 83,915

Shares outstanding end of period

2,989,557 310,915

Percentage change in shares outstanding

(34.2 )% 270.5 %

Shares created

7,140,000 419,500

Shares redeemed

8,696,251 192,500

Per share NAV beginning of period

$ 75.76 $ 1,429.77

Per share NAV end of period

$ 72.00 $ 962.11

Percentage change in per share NAV

(5.0 )% (32.7 )%

Percentage change in benchmark

3.4 % (9.7 )%

Benchmark annualized volatility

71.2 % 87.1 %

214


Table of Contents

During the three months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 4,545,808 outstanding Shares at March 31, 2013 to 2,989,557 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 83,915 outstanding Shares at March 31, 2012 to 310,915 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 5.0% for the three months ended June 30, 2013, as compared to the decrease of 32.7% for the three months ended June 30, 2012, was primarily due to lesser depreciation in the value of the assets of the Fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 24, 2013 at $88.36 per Share and reached its low for the period on May 7, 2013 at $57.65 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on May 18, 2012 at $2,516.81 per Share and reached its low for the period on June 30, 2012 at $962.11 per Share.

The benchmark’s rise of 3.4% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 9.7% for the three months ended June 30, 2012, can be attributed to increasing prices of the near-term futures contracts on the VIX futures curve during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(1,390,499 ) (933,216 )

Management fee

744,547 475,752

Brokerage commissions

664,479 429,454

Offering costs

42,876

Net realized gain (loss)

17,779,919 (59,479,028 )

Change in net unrealized appreciation/depreciation

21,973,942 (25,813,101 )

Net income (loss)

38,363,362 (86,225,345 )

The Fund’s net income increased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a rise in the fund’s benchmark during the three months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares Ultra VIX Short-Term Futures ETF.

215


Table of Contents

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

NAV beginning of period

$ 69,149,807 $ 29,692,478

NAV end of period

$ 117,395,722 $ 13,585,406

Percentage change in NAV

69.8 % (54.2 )%

Shares outstanding beginning of period

750,020 600,020

Shares outstanding end of period

1,500,020 300,020

Percentage change in shares outstanding

100.0 % (50.0 %)

Shares created

2,450,000 2,200,000

Shares redeemed

1,700,000 2,500,000

Per share NAV beginning of period

$ 92.20 $ 49.49

Per share NAV end of period

$ 78.26 $ 45.28

Percentage change in per share NAV

(15.1 )% (8.5 )%

Percentage change in benchmark

3.4 % (9.7 )%

Benchmark annualized volatility

71.2 % 87.1 %

During the three months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 750,020 outstanding Shares at March 31, 2013 to 1,500,020 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,020 outstanding Shares at March 31, 2012 to 300,020 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 15.1% for the three months ended June 30, 2013, as compared to the decrease of 8.5% for the three months ended June 30, 2012, was primarily due to greater depreciation in the value of the assets of the fund during the three months ended June 30, 2013.

During the three months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 12, 2013 at $100.90 per Share and reached its low for the period on June 24, 2013 at $71.01 per Share. By comparison, during the three months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 2, 2012 at $49.34 per Share and reached its low for the period on June 1, 2012 at $32.63 per Share.

The benchmark’s rise of 3.4% for the three months ended June 30, 2013, as compared to the benchmark’s decline of 9.7% for the three months ended June 30, 2012, can be attributed to rising prices of the near-term futures contracts on the VIX Futures curve during the three months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2013 and 2012:

Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net investment income (loss)

(296,200 ) (95,652 )

Management fee

185,400 17,034

Brokerage commissions

118,168 39,043

Offering costs

42,876

216


Table of Contents
Three Months Ended
June 30, 2013
Three Months Ended
June 30, 2012

Net realized gain (loss)

(4,126,987 ) (2,780,595 )

Change in net unrealized appreciation/depreciation

(3,024,645 ) (229,455 )

Net income (loss)

(7,447,832 ) (3,105,702 )

The Fund’s net income decreased for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, primarily due to a rise in the Fund’s benchmark during the three months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares Short VIX Short-Term Futures ETF.

Results of Operations for the Six Months Ended June 30, 2013 Compared to the Six Months Ended June 30, 2012

ProShares UltraShort DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 3,245,965 $ 9,107,146

NAV end of period

$ 3,953,221 $ 3,543,535

Percentage change in NAV

21.8 % (61.1 )%

Shares outstanding beginning of period

59,997 159,997

Shares outstanding end of period

59,997 59,997

Percentage change in shares outstanding

0.0 % (62.5 )%

Shares created

Shares redeemed

100,000

Per share NAV beginning of period

$ 54.10 $ 56.92

Per share NAV end of period

$ 65.89 $ 59.06

Percentage change in per share NAV

21.8 % 3.8 %

Percentage change in benchmark

(10.5 )% (3.7 )%

Benchmark annualized volatility

11.0 % 14.3 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index during the six months ended June 30, 2013. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to June 30, 2013. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 159,997 outstanding Shares at December 31, 2011 to 59,997 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Commodity Index.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 21.8% for the six months ended June 30, 2013, as compared to the increase of 3.8% for the six months ended June 30, 2012, was primarily due to a greater appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $65.89 per Share and reached its low for the period on January 30, 2013 at $51.04 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on June 1, 2012 at $68.06 per Share and reached its low for the period on February 24, 2012 at $50.01 per Share.

217


Table of Contents

The benchmark’s decline of 10.5% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.7% for the six months ended June 30, 2012 , can be attributed to a greater depreciation of the underlying components of the index during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (14,800 ) $ (34,337 )

Management fee

16,035 35,996

Net realized gain (loss)

458,669 1,514,989

Change in net unrealized appreciation/depreciation

263,387 (890,619 )

Net income (loss)

$ 707,256 $ 590,033

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the Fund’s benchmark index from the six months ended June 30, 2012 to the six months ended June 30, 2013.

ProShares UltraShort DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 89,481,266 $ 144,389,893

NAV end of period

$ 251,466,116 $ 82,211,941

Percentage change in NAV

181.0 % (43.1 )%

Shares outstanding beginning of period

2,219,944 3,719,944

Shares outstanding end of period

6,919,944 1,669,944

Percentage change in shares outstanding

211.7 % (55.1 )%

Shares created

9,450,000 3,600,000

Shares redeemed

4,750,000 5,650,000

Per share NAV beginning of period

$ 40.31 $ 38.82

Per share NAV end of period

$ 36.34 $ 49.23

Percentage change in per share NAV

(9.8 )% 26.8 %

Percentage change in benchmark

2.5 % (16.0 )%

Benchmark annualized volatility

18.5 % 26.3 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 2,219,944 outstanding Shares at December 31, 2012 to 6,919,944 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM . By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 3,719,944 outstanding Shares at December 31, 2011 to 1,669,944 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM .

218


Table of Contents

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 9.8% for the six months ended June 30, 2013, as compared to the increase of 26.8% for the six months ended June 30, 2012, was primarily due to depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 17, 2013 at $45.45 per Share and reached its low for the period on June 18, 2013 at $34.89 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on June 28, 2012 at $60.49 per Share and reached its low for the period on February 24, 2012 at $31.27 per Share

The benchmark’s rise of 2.5% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 16.0% for the six months ended June 30, 2012, can be attributed to an increase in the price of WTI Crude Oil during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (759,578 ) $ (604,631 )

Management fee

782,559 619,066

Brokerage commission

25,529 16,342

Net realized gain (loss)

(5,091,205 ) 50,502,139

Change in net unrealized appreciation/depreciation

8,375,242 (5,585,868 )

Net income (loss)

$ 2,524,459 $ 44,311,640

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to an increase in the price of WTI Crude Oil in conjunction with a significant increase in shares outstanding during the six months ended June 30, 2013.

ProShares UltraShort DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 12,768,340 $ 7,142,310

NAV end of period

$ 19,924,537 $ 13,643,687

Percentage change in NAV

56.0 % 91.0 %

Shares outstanding beginning of period

125,008 75,008

Shares outstanding end of period

224,952 112,508

Percentage change in shares outstanding

80.0 % 50.0 %

Shares created

337,500 175,000

Shares redeemed

237,556 137,500

Per share NAV beginning of period

$ 102.14 $ 95.22

Per share NAV end of period

$ 88.57 $ 121.27

Percentage change in per share NAV

(13.3 )% 27.4 %

Percentage change in benchmark

(1.0 )% (28.2 )%

Benchmark annualized volatility

32.9 % 51.9 %

219


Table of Contents

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 125,008 outstanding Shares at December 31, 2012 to 224,952 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM . By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted primarily from an increase from 75,008 outstanding Shares at December 31, 2011 to 112,508 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM .

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 13.3% for the six months ended June 30, 2013, as compared to the increase of 27.4% for the six months ended June 30, 2012, was primarily due to a depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 9, 2013 at $116.81 per Share and reached its low for the period on April 19, 2013 at $59.27 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on April 29, 2012 at $245.67 per Share and reached its low for the period on January 4, 2012 at $88.24 per Share.

The benchmark’s decline of 1.0% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 28.2% for the six months ended June 30, 2012, can be attributed to a lesser decrease in the price of Henry Hub Natural Gas during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (118,156 ) $ (109,068 )

Management fee

97,194 24,973

Brokerage commission

26,912 41,476

Offering costs

45,648

Net realized gain (loss)

(2,607,139 ) 6,303,016

Change in net unrealized appreciation/depreciation

1,919,348 (5,201,066 )

Net income (loss)

$ (805,947 ) $ 992,882

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decrease in the price of Henry Hub Natural Gas in conjunction with capital shares transactions during the six months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split and the reverse Share split for the ProShares UltraShort DJ-UBS Natural Gas Fund.

220


Table of Contents

ProShares UltraShort Gold*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 92,416,742 $ 198,298,571

NAV end of period

$ 170,802,997 $ 129,376,591

Percentage change in NAV

84.8 % (34.8 )%

Shares outstanding beginning of period

1,446,978 2,397,475

Shares outstanding end of period

1,496,978 1,822,475

Percentage change in shares outstanding

3.5 % (24.0 )%

Shares created

1,200,000

Shares redeemed

1,150,000 575,000

Per share NAV beginning of period

$ 63.87 $ 82.71

Per share NAV end of period

$ 114.10 $ 70.99

Percentage change in per share NAV

78.6 % (14.2 )%

Percentage change in benchmark

(28.1 )% 4.4 %

Benchmark annualized volatility

22.9 % 20.2 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 1,446,978 outstanding Shares at December 31, 2012 to 1,496,978 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar p.m. fixing price for delivery in London. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,397,475 outstanding Shares at December 31, 2011 to 1,822,475 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 78.6% for the six months ended June 30, 2013, as compared to the decrease of 14.2% for the six months ended June 30, 2012, was primarily due to appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 30, 2013 at $114.10 per Share and reached its low for the period on January 2, 2013 at $61.07 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on May 30, 2012 at $77.48 per Share and reached its low for the period on February 28, 2012 at $59.66 per Share.

The benchmark’s decline of 28.1% for the six months ended June 30, 2013, as compared to the benchmark’s rise of 4.4% for the six months ended June 30, 2012, can be attributed to a decrease in the price of spot gold in U.S. Dollar terms during the six months ended June 30, 2013.

221


Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (559,970 ) $ (645,671 )

Management fee

595,254 676,801

Brokerage commission

24 25

Net realized gain (loss)

33,742,722 1,713,095

Change in net unrealized appreciation/depreciation

48,079,807 (28,676,849 )

Net income (loss)

$ 81,262,559 $ (27,609,425 )

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a decrease in the price of spot gold in U.S. Dollar terms during the six months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares UltraShort Gold Fund.

ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 100,656,703 $ 246,813,921

NAV end of period

$ 83,886,747 $ 161,421,101

Percentage change in NAV

(16.7 )% (34.6 )%

Shares outstanding beginning of period

1,958,489 3,218,874

Shares outstanding end of period

758,489 2,308,489

Percentage change in shares outstanding

(61.3 )% (28.3 )%

Shares created

1,500,000 4,160,000

Shares redeemed

2,700,000 5,070,385

Per share NAV beginning of period

$ 51.40 $ 76.68

Per share NAV end of period

$ 110.60 $ 69.93

Percentage change in per share NAV

115.2 % (8.8 )%

Percentage change in benchmark

(37.0 )% (3.9 )%

Benchmark annualized volatility

34.4 % 33.1 %

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 1,958,489 outstanding Shares at December 31, 2012 to 758,489 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,218,874 outstanding Shares at December 31, 2011 to 2,308,489 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

222


Table of Contents

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 115.2% for the six months ended June 30, 2013, as compared to the decrease of 8.8% for the six months ended June 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 27, 2013 at $113.67 per Share and reached its low for the period on January 23, 2013 at $43.72 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on January 3, 2012 at $73.38 per Share and reached its low for the period on February 29, 2012 at $41.17 per Share.

The benchmark’s decline of 37.0% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.9% for the six months ended June 30, 2012, can be attributed to a greater decrease in the price of spot silver in U.S. Dollar terms during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (501,593 ) $ (859,192 )

Management fee

540,615 903,594

Brokerage commission

24 25

Net realized gain (loss)

80,822,936 3,378,419

Change in net unrealized appreciation/depreciation

21,813,652 (21,048,743 )

Net income (loss)

$ 102,134,995 $ (18,529,516 )

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the price of spot silver in U.S. Dollar terms during the six months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares UltraShort Silver Fund.

ProShares Short Euro

Since the Fund commenced investment operations on June 26, 2012, the Fund’s results of operations for the period ended June 30, 2012 may not be meaningful.

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and the period ended June 30, 2012:

Six Months Ended
June 30, 2013
Period Ended
June 30, 2012

NAV beginning of period

$ 3,763,040 $ 200

NAV end of period

$ 3,792,834 $ 3,947,410

Percentage change in NAV

(0.8 )% 1,973,605.0 %

Shares outstanding beginning of period

100,005 5

Shares outstanding end of period

100,005 100,005

Percentage change in shares outstanding

0.0 % 2,000,000.0 %

Shares created

100,000

223


Table of Contents
Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Shares redeemed

Per share NAV beginning of period

$ 37.63 $ 40.00

Per share NAV end of period

$ 37.93 $ 39.47

Percentage change in per share NAV

0.8 % (1.3 )%

Percentage change in benchmark

(1.4 )% 1.3 %

Benchmark annualized volatility

8.1 % 8.9 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to June 30, 2013. By comparison, during the period ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 5 outstanding Shares at June 26, 2012 to 100,005 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the six months ended June 30, 2013 and the period ended June 30, 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 0.8% for the six months ended June 30, 2013, as compared to the decrease of 1.3% for the period ended June 30, 2012, was primarily due to an appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $38.76 per Share and reached its low for the period on February 1, 2013 at $36.34 per Share. By comparison, during the period ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on June 28, 2012 at $40.15 per Share and reached its low for the period on June 30, 2012 at $39.47 per Share.

The benchmark’s decline of 1.4% for the six months ended June 30, 2013, as compared to the benchmark’s rise of 1.3% for the period ended June 30, 2012, can be attributed to a decrease in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013:

Six Months Ended
June 30, 2013
Period Ended
June 30, 2012

Net investment income (loss)

$ (16,977 ) $ (477 )

Management fee

493

Brokerage commission

230 63

Offering costs

45,511 562

Limitation by Sponsor

(28,232 ) (148 )

Net realized gain (loss)

(75,791 ) (2,000 )

Change in net unrealized appreciation/depreciation

122,562 (50,313 )

Net income (loss)

$ 29,794 $ (52,790 )

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the period ended June 30, 2012, primarily due to a decrease in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

224


Table of Contents

ProShares UltraShort Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the six months ended June 30, 2012 is not available.

The following table provides summary performance information for the Fund for the six months ended June 30, 2013:

Six Months Ended
June 30, 2013

NAV beginning of period

$ 3,780,999

NAV end of period

$ 23,205,856

Percentage change in NAV

513.7 %

Shares outstanding beginning of period

100,005

Shares outstanding end of period

500,005

Percentage change in shares outstanding

400.0 %

Shares created

400,000

Shares redeemed

Per share NAV beginning of period

$ 37.81

Per share NAV end of period

$ 46.41

Percentage change in per share NAV

22.8 %

Percentage change in benchmark

(12.1 )%

Benchmark annualized volatility

9.8 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 100,005 outstanding Shares at December 31, 2012 to 500,005 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar.

For the period ended June 30, 2013, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on June 28, 2013 at $46.58 per Share and reached its low for the period on April 11, 2013 at $35.89 per Share.

The benchmark’s decline of 12.1% for the six months ended June 30, 2013, can be attributed to a decline in the value of the Australian Dollar versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013:

Six Months Ended
June 30, 2013

Net investment income (loss)

$ (39,038 )

Brokerage commission

3,779

Offering costs

44,944

Limitation by Sponsor

(8,076 )

Net realized gain (loss)

1,905,258

Change in net unrealized appreciation/depreciation

1,312,825

Net income (loss)

$ 3,179,045

225


Table of Contents

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 526,778,026 $ 1,100,159,546

NAV end of period

$ 509,228,804 $ 896,915,348

Percentage change in NAV

(3.3 )% (18.5 )%

Shares outstanding beginning of period

27,700,014 54,100,014

Shares outstanding end of period

26,400,014 42,900,014

Percentage change in shares outstanding

(4.7 )% (20.7 )%

Shares created

4,850,000 10,350,000

Shares redeemed

6,150,000 21,550,000

Per share NAV beginning of period

$ 19.02 $ 20.34

Per share NAV end of period

$ 19.29 $ 20.91

Percentage change in per share NAV

1.4 % 2.8 %

Percentage change in benchmark

(1.4 )% (2.2 )%

Benchmark annualized volatility

8.1 % 8.9 %

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 27,700,014 outstanding Shares at December 31, 2012 to 26,400,014 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from a decrease from 54,100,014 outstanding Shares at December 31, 2011 to 42,900,014 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 1.4% for the six months ended June 30, 2013, as compared to the per Share NAV increase of 2.8% for the six months ended June 30, 2012 was primarily due to a lesser appreciation in the value of the assets held by the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on March 27, 2013 at $20.16 per Share and reached its low for the period on February 1, 2013 at $17.72 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on May 31, 2012 at $21.98 per Share and reached its low for the period on February 24, 2012 at $18.67 per Share.

The benchmark’s decline of 1.4% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 2.2% for the six months ended June 30, 2012, can be attributed to a lesser decline in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (2,244,231 ) $ (4,094,137 )

Management fee

2,384,334 4,293,156

226


Table of Contents
Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net realized gain (loss)

(11,092,311 ) 120,953,665

Change in net unrealized appreciation/depreciation

17,870,701 (89,972,911 )

Net income (loss)

$ 4,534,159 $ 26,886,617

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decline in the value of the Euro versus the U.S. Dollar for the six months ended June 30, 2013.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 408,563,630 $ 221,131,994

NAV end of period

$ 525,633,184 $ 230,703,599

Percentage change in NAV

28.7 % 4.3 %

Shares outstanding beginning of period

8,049,294 5,399,294

Shares outstanding end of period

8,199,294 5,299,294

Percentage change in shares outstanding

1.9 % (1.9 )%

Shares created

4,200,000 2,300,000

Shares redeemed

4,050,000 2,400,000

Per share NAV beginning of period

$ 50.76 $ 40.96

Per share NAV end of period

$ 64.11 $ 43.53

Percentage change in per share NAV

26.3 % 6.3 %

Percentage change in benchmark

(12.6 )% (3.7 )%

Benchmark annualized volatility

14.3 % 8.5 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 8,049,294 outstanding Shares at December 31, 2012 to 8,199,294 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the inverse of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. The increase in the Fund’s NAV was offset by a decrease from 5,399,294 outstanding Shares at December 31, 2011 to 5,299,294 outstanding Shares at June 30, 2012.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 26.3% for the six months ended June 30, 2013, as compared to the increase of 6.3% for the six months ended June 30, 2012 was primarily due to a greater appreciation in the value of the assets held by the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on May 17, 2013 at $70.23 per Share and reached its low for the period on January 8, 2013 at $51.09 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on March 14, 2012 at $48.20 per Share and reached its low for the period on February 2, 2012 at $40.08 per Share.

227


Table of Contents

The benchmark’s decline of 12.6% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.7% for the six months ended June 30, 2012, can be attributed to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (2,113,971 ) $ (1,099,015 )

Management fee

2,244,561 1,162,217

Net realized gain (loss)

145,029,520 10,453,500

Change in net unrealized appreciation/depreciation

(42,252,133 ) 8,445,930

Net income (loss)

$ 100,663,416 $ 17,800,415

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the six months ended June 30, 2013.

ProShares Ultra DJ-UBS Commodity

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 6,097,211 $ 9,058,529

NAV end of period

$ 3,852,327 $ 8,231,731

Percentage change in NAV

(36.8 )% (9.1 )%

Shares outstanding beginning of period

250,014 350,014

Shares outstanding end of period

200,014 350,014

Percentage change in shares outstanding

(20.0 )% 0.0 %

Shares created

Shares redeemed

50,000

Per share NAV beginning of period

$ 24.39 $ 25.88

Per share NAV end of period

$ 19.26 $ 23.52

Percentage change in per share NAV

(21.0 )% (9.1 )%

Percentage change in benchmark

(10.5 )% (3.7 )%

Benchmark annualized volatility

11.0 % 14.3 %

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 250,014 outstanding shares at December 31, 2012 to 200,014 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Commodity Index. There was no net change in the Fund’s outstanding Shares from December 31, 2011 to June 30, 2012.

228


Table of Contents

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 21.0% for the six months ended June 30, 2013, as compared to the decrease of 9.1% for the six months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 30, 2013 at $25.72 per Share and reached its low for the period on June 30, 2013 at $19.26 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 24, 2012 at $29.02 per Share and reached its low for the period on June 1, 2012 at $20.71 per Share.

The benchmark’s decline of 10.5% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.7% for the six months ended June 30, 2012, can be attributed to a greater depreciation of the underlying components of the index during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (21,202 ) $ (40,017 )

Management fee

22,616 41,946

Net realized gain (loss)

(782,945 ) (2,180,586 )

Change in net unrealized appreciation/depreciation

(165,124 ) 1,393,804

Net income (loss)

$ (969,271 ) $ (826,799 )

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the Fund’s benchmark index from the six months ended June 30, 2012 to the six months ended June 30, 2013.

ProShares Ultra DJ-UBS Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 483,508,964 $ 251,395,322

NAV end of period

$ 218,645,114 $ 489,111,964

Percentage change in NAV

(54.8 )% 94.6 %

Shares outstanding beginning of period

16,449,170 6,149,170

Shares outstanding end of period

7,249,170 17,649,170

Percentage change in shares outstanding

(55.9 )% 187.0 %

Shares created

6,700,000 15,900,000

Shares redeemed

15,900,000 4,400,000

Per share NAV beginning of period

$ 29.39 $ 40.88

Per share NAV end of period

$ 30.16 $ 27.71

Percentage change in per share NAV

2.6 % (32.2 )%

Percentage change in benchmark

2.5 % (16.0 )%

Benchmark annualized volatility

18.5 % 26.3 %

229


Table of Contents

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 16,449,170 outstanding Shares at December 31, 2012 to 7,249,170 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM . By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 6,149,170 outstanding Shares at December 31, 2011 to 17,649,170 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS WTI Crude Oil Subindex SM .

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 2.6% for the six months ended June 30, 2013, as compared to the decrease of 32.2% for the six months ended June 30, 2012, was primarily due to appreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 30, 2013 at $33.05 per Share and reached its low for the period on April 17, 2013 at $25.06 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per Share NAV reached its high for the period on February 24, 2012 at $49.25 per Share and reached its low for the period on June 28, 2012 at $23.36 per Share.

The benchmark’s rise of 2.5% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 16.0% for the six months ended June 30, 2012, can be attributed to an increase in the price of WTI Crude Oil during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (1,447,370 ) $ (1,323,795 )

Management fee

1,510,962 1,353,126

Brokerage commission

38,311 33,921

Net realized gain (loss)

87,306,844 (96,612,908 )

Change in net unrealized appreciation/depreciation

(50,811,241 ) 25,492,054

Net income (loss)

$ 35,048,233 $ (72,444,649 )

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to an increase in the price of WTI Crude Oil during the six months ended June 30, 2013.

ProShares Ultra DJ-UBS Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 73,019,370 $ 4,079,349

NAV end of period

$ 42,142,901 $ 62,595,441

Percentage change in NAV

(42.3 )% 1,434.4 %

Shares outstanding beginning of period

1,869,941 40,002

Shares outstanding end of period

1,169,941 1,369,941

230


Table of Contents
Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Percentage change in shares outstanding

(37.4 )% 3,324.7 %

Shares created

1,650,000 1,380,000

Shares redeemed

2,350,000 50,061

Per share NAV beginning of period

$ 39.05 $ 101.98

Per share NAV end of period

$ 36.02 $ 45.69

Percentage change in per share NAV

(7.8 )% (55.2 )%

Percentage change in benchmark

(1.0 )% (28.2 )%

Benchmark annualized volatility

32.9 % 51.9 %

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 1,869,941 outstanding Shares at December 31, 2012 to 1,169,941 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM . By comparison, six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 40,002 outstanding Shares at December 31, 2011 to 1,369,941 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the Dow Jones-UBS Natural Gas Subindex SM.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 7.8% for the six months ended June 30, 2013, as compared to the decrease of 55.2% for the six months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 19, 2013 at $59.32 per Share and reached its low for the period on January 9, 2013 at $33.68 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on January 4, 2012 at $109.49 per Share and reached its low for the period on April 19, 2012 at $29.42 per Share.

The benchmark’s decline of 1.0% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 28.2% for the six months ended June 30, 2012, can be attributed to a lesser decrease in the price of Henry Hub Natural Gas during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (309,561 ) $ (218,971 )

Management fee

269,790 123,202

Brokerage commission

56,397 59,119

Offering costs

45,648

Net realized gain (loss)

14,905,718 (26,661,521 )

Change in net unrealized appreciation/depreciation

(2,131,003 ) 19,418,664

Net income (loss)

$ 12,465,154 $ (7,461,828 )

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decrease in the price of Henry Hub Natural Gas in conjunction with capital shares transactions during the six months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares Ultra DJ-UBS Natural Gas Fund.

231


Table of Contents

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 335,054,752 $ 326,399,360

NAV end of period

$ 139,614,500 $ 331,012,682

Percentage change in NAV

(58.3 )% 1.4 %

Shares outstanding beginning of period

4,000,014 4,300,014

Shares outstanding end of period

3,350,014 4,150,014

Percentage change in shares outstanding

(16.2 )% (3.5 )%

Shares created

200,000 400,000

Shares redeemed

850,000 550,000

Per share NAV beginning of period

$ 83.76 $ 75.91

Per share NAV end of period

$ 41.68 $ 79.76

Percentage change in per share NAV

(50.2 )% 5.1 %

Percentage change in benchmark

(28.1 )% 4.4 %

Benchmark annualized volatility

22.9 % 20.2 %

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from a decrease from 4,000,014 outstanding Shares at December 31, 2012 to 3,350,014 outstanding shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of gold bullion as measured by the U.S. Dollar P.M. fixing price for delivery in London. The increase in the Fund’s NAV was offset by a decrease from 4,300,014 outstanding Shares at December 31, 2011 to 4,150,014 outstanding Shares at June 30, 2012.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 50.2% for the six months ended June 30, 2013, as compared to the increase of 5.1% for the six months ended June 30, 2012, was primarily due to the depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 2, 2013 at $87.40 per Share and reached its low for the period on June 30, 2013 at $41.68 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 28, 2012 at $101.40 per Share and reached its low for the period on May 30, 2012 at $74.51 per Share.

The benchmark’s decline of 28.1% for the six months ended June 30, 2013, as compared to the benchmark’s rise of 4.4% for the six months ended June 30, 2012, can be attributed to a decrease in the price of spot gold in U.S. Dollar terms during the six months ended June 30, 2013.

232


Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (1,181,761 ) $ (1,632,300 )

Management fee

1,282,605 1,721,175

Brokerage commission

24 25

Net realized gain (loss)

(118,415,357 ) (50,260,706 )

Change in net unrealized appreciation/depreciation

(38,098,348 ) 64,249,893

Net income (loss)

$ (157,695,466 ) $ 12,356,887

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a decrease in the price of spot gold in U.S. Dollar terms during the six months ended June 30, 2013.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 747,725,400 $ 606,824,420

NAV end of period

$ 425,855,952 $ 661,009,190

Percentage change in NAV

(43.0 )% 8.9 %

Shares outstanding beginning of period

17,400,028 14,050,028

Shares outstanding end of period

27,050,028 17,850,028

Percentage change in shares outstanding

55.5 % 27.0 %

Shares created

10,550,000 5,800,000

Shares redeemed

900,000 2,000,000

Per share NAV beginning of period

$ 42.97 $ 43.19

Per share NAV end of period

$ 15.74 $ 37.03

Percentage change in per share NAV

(63.4 )% (14.3 )%

Percentage change in benchmark

(37.0 )% (3.9 )%

Benchmark annualized volatility

34.4 % 33.1 %

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London. The decrease in the Fund’s NAV was offset by an increase from 17,400,028 outstanding Shares at December 31, 2012 to 27,050,028 outstanding shares at June 30, 2013. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 14,050,028 outstanding Shares at December 31, 2011 to 17,850,028 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of silver bullion as measured by the U.S. Dollar fixing price for delivery in London.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 63.4% for the six months ended June 30, 2013, as compared to the decrease of 14.3% for the six months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 23, 2013 at $49.39 per Share and reached its low for the period on June 27, 2013 at $15.33 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 29, 2012 at $73.52 per Share and reached its low for the period on June 25, 2012 at $36.12 per Share.

233


Table of Contents

The benchmark’s decline of 37.0% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.9% for the six months ended June 30, 2012, can be attributed to a greater decrease in the price of spot silver in U.S. Dollar terms during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (2,831,041 ) $ (3,444,114 )

Management fee

3,092,914 3,621,349

Brokerage commission

20 29

Net realized gain (loss)

(538,276,160 ) (211,284,072 )

Change in net unrealized appreciation/depreciation

(30,848,113 ) 64,073,147

Net income (loss)

$ (571,955,314 ) $ (150,655,039 )

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the price of spot silver in U.S. Dollar terms during the six months ended June 30, 2013.

ProShares Ultra Australian Dollar

Since the Fund commenced investment operations on July 17, 2012, a comparison of the Fund’s results of operations for the six months ended June 30, 2012 is not available.

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013:

Six Months Ended
June  30, 2013

NAV beginning of period

$ 4,150,068

NAV end of period

$ 3,283,396

Percentage change in NAV

(20.9 )%

Shares outstanding beginning of period

100,005

Shares outstanding end of period

100,005

Percentage change in shares outstanding

0.0 %

Shares created

Shares redeemed

Per share NAV beginning of period

$ 41.50

Per share NAV end of period

$ 32.83

Percentage change in per share NAV

(20.9 )%

Percentage change in benchmark

(12.1 )%

Benchmark annualized volatility

9.8 %

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Australian Dollar versus the U.S. Dollar. There was no net change in outstanding Shares from December 31, 2012 to June 30, 2013.

For the six months ended June 30, 2013, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

234


Table of Contents

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 11, 2013 at $43.27 per Share and reached its low for the period on June 28, 2013 at $32.72 per Share.

The benchmark’s decline of 12.1% for the six months ended June 30, 2013, can be attributed to a decline in the value of the Australian Dollar versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013:

Six Months Ended
June 30, 2013

Net investment income (loss)

$ (18,587 )

Brokerage commission

777

Offering costs

44,944

Limitation by Sponsor

(26,064 )

Net realized gain (loss)

(739,890 )

Change in net unrealized appreciation/depreciation

(108,195 )

Net income (loss)

$ (866,672 )

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 4,870,316 $ 9,554,748

NAV end of period

$ 3,521,494 $ 5,659,156

Percentage change in NAV

(27.7 )% (40.8 )%

Shares outstanding beginning of period

200,014 400,014

Shares outstanding end of period

150,014 250,014

Percentage change in shares outstanding

(25.0 )% (37.5 )%

Shares created

50,000

Shares redeemed

50,000 200,000

Per share NAV beginning of period

$ 24.35 $ 23.89

Per share NAV end of period

$ 23.47 $ 22.64

Percentage change in per share NAV

(3.6 )% (5.2 )%

Percentage change in benchmark

(1.4 )% (2.2 )%

Benchmark annualized volatility

8.1 % 8.9 %

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted primarily from a decrease from 200,014 outstanding Shares at December 31, 2012 to 150,014 outstanding Shares at June 30, 2013. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted primarily from a decrease from 400,014 outstanding Shares at December 31, 2011 to 250,014 outstanding Shares at June 30, 2012. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Euro versus the U.S. Dollar.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 3.6% for the six months ended June 30, 2013, as compared to the decrease of 5.2% for the six months ended June 30, 2012 was primarily due to a lesser decrease in the value of the assets held by the Fund during the six months ended June 30, 2013.

235


Table of Contents

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on February 1, 2013 at $26.03 per Share and reached its low for the period on March 27, 2013 at $22.71 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 24, 2012 at $25.78 per Share and reached its low for the period on May 31, 2012 at $21.64 per Share.

The benchmark’s decline of 1.4% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 2.2% for the six months ended June 30, 2012, can be attributed to a lesser decrease in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (18,867 ) $ (37,243 )

Management fee

19,964 38,818

Net realized gain (loss)

(28,362 ) (866,755 )

Change in net unrealized appreciation/depreciation

(124,286 ) 640,606

Net income (loss)

$ (171,515 ) $ (263,392 )

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decrease in the value of the Euro versus the U.S. Dollar during the six months ended June 30, 2013.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 4,227,995 $ 5,471,075

NAV end of period

$ 3,183,279 $ 5,024,268

Percentage change in NAV

(24.7 )% (8.2 )%

Shares outstanding beginning of period

150,014 150,014

Shares outstanding end of period

150,014 150,014

Percentage change in shares outstanding

0.0 % 0.0 %

Shares created

50,000

Shares redeemed

50,000

Per share NAV beginning of period

$ 28.18 $ 36.47

Per share NAV end of period

$ 21.22 $ 33.49

Percentage change in per share NAV

(24.7 )% (8.2 )%

Percentage change in benchmark

(12.6 )% (3.7 )%

Benchmark annualized volatility

14.3 % 8.5 %

During the six months ended June 30, 2013, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2012 to June 30, 2013. By comparison, six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the spot price of the Japanese Yen versus the U.S. Dollar. There was no net change in the Fund’s outstanding Shares from December 31, 2011 to June 30, 2012.

236


Table of Contents

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 24.7% for the six months ended June 30, 2013, as compared to the decrease of 8.2% for the six months ended June 30, 2012, was primarily due to a greater depreciation in the value of the assets held by the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 8, 2013 at $27.97 per Share and reached its low for the period on May 17, 2013 at $19.65 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on February 2, 2012 at $37.15 per Share and reached its low for the period on March 14, 2012 at $30.68 per Share.

The benchmark’s decline of 12.6% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 3.7% for the six months ended June 30, 2012, can be attributed to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (17,287 ) $ (22,775 )

Management fee

18,530 24,019

Net realized gain (loss)

(1,674,519 ) (221,168 )

Change in net unrealized appreciation/depreciation

504,268 (202,864 )

Net income (loss)

$ (1,187,538 ) $ (446,807 )

The Fund’s net income decreased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a greater decrease in the value of the Japanese Yen versus the U.S. Dollar during the six months ended June 30, 2013.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 137,657,464 $ 30,549,903

NAV end of period

$ 174,808,019 $ 137,638,067

Percentage change in NAV

27.0 % 350.5 %

Shares outstanding beginning of period

1,640,001 80,001

Shares outstanding end of period

3,124,812 860,001

Percentage change in shares outstanding

90.5 % 975.0 %

Shares created

5,270,000 1,900,000

Shares redeemed

3,785,189 1,120,000

Per share NAV beginning of period

$ 83.94 $ 381.87

Per share NAV end of period

$ 55.94 $ 160.04

Percentage change in per share NAV

(33.4 )% (58.1 )%

Percentage change in benchmark

(33.6 )% (57.9 )%

Benchmark annualized volatility

68.3 % 76.9 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 1,640,001 outstanding Shares at December 31, 2012 to 3,124,812 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the

237


Table of Contents

cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 80,001 outstanding Shares at December 31, 2011 to 860,001 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 33.4% for the six months ended June 30, 2013, as compared to the decrease of 58.1% for the six months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $76.11 per Share and reached its low for the period on May 7, 2013 at $49.08 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on January 3, 2012 at $358.13 per Share and reached its low for the period on June 29, 2012 at $160.05 per Share.

The benchmark’s decline of 33.6% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 57.9% for the six months ended June 30, 2012, can be attributed to a lesser decline in the prices of the near-term futures contracts on the VIX futures curve during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (762,571 ) $ (448,030 )

Management fee

806,110 473,017

Offering costs

1,090

Net realized gain (loss)

(44,249,575 ) (52,093,077 )

Change in net unrealized appreciation/depreciation

1,448,578 (16,309,275 )

Net income (loss)

$ (43,563,568 ) $ (68,850,382 )

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to the lesser decline in the Fund’s benchmark during the six months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for the ProShares VIX Short-Term Futures ETF.

ProShares VIX Mid-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 37,302,992 $ 90,821,428

NAV end of period

$ 72,133,381 $ 85,305,861

Percentage change in NAV

93.4 % (6.1 )%

Shares outstanding beginning of period

1,075,005 1,225,005

Shares outstanding end of period

2,550,005 1,550,005

Percentage change in shares outstanding

137.2 % 26.5 %

Shares created

2,700,000 925,000

238


Table of Contents
Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Shares redeemed

1,225,000 600,000

Per share NAV beginning of period

$ 34.70 $ 74.14

Per share NAV end of period

$ 28.29 $ 55.04

Percentage change in per share NAV

(18.5 )% (25.8 )%

Percentage change in benchmark

(18.2 )% (25.6 )%

Benchmark annualized volatility

26.6 % 35.2 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 1,075,005 outstanding Shares at December 31, 2012 to 2,550,005 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. By comparison, during the six months ended June 30, 2012, the decrease in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 1,225,005 outstanding Shares at December 31, 2011 to 1,550,005 outstanding Shares at June 30, 2012.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.5% for the six months ended June 30, 2013, as compared to the decrease of 25.8% for the six months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $32.37 per Share and reached its low for the period on May 7, 2013 at $24.07 per Share. By comparison, six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on January 3, 2012 at $71.93 per Share and reached its low for the period on May 2, 2012 at $54.44 per Share.

The benchmark’s decline of 18.2% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 25.6% for the six months ended June 30, 2012, can be attributed to a lesser decline in prices of the futures contracts that made up the S&P 500 VIX Mid-Term Futures Index during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (224,269 ) $ (413,863 )

Management fee

238,020 431,431

Offering costs

682

Net realized gain (loss)

(12,745,775 ) (25,745,480 )

Change in net unrealized appreciation/depreciation

7,047,772 (16,257 )

Net income (loss)

$ (5,922,272 ) $ (26,175,600 )

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decline in the Fund’s benchmark during the six months ended June 30, 2013.

239


Table of Contents

ProShares Ultra VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 84,716,132 $ 9,881,113

NAV end of period

$ 215,235,917 $ 299,133,075

Percentage change in NAV

154.1 % 2,927.3 %

Shares outstanding beginning of period

420,808 1,333

Shares outstanding end of period

2,989,557 310,915

Percentage change in shares outstanding

610.4 % 23,224.5 %

Shares created

13,350,000 544,750

Shares redeemed

10,781,251 235,168

Per share NAV beginning of period

$ 201.32 $ 7,412.69

Per share NAV end of period

$ 72.00 $ 962.11

Percentage change in per share NAV

(64.2 )% (87.0 )%

Percentage change in benchmark

(33.6 )% (57.9 )%

Benchmark annualized volatility

68.3 % 76.9 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted from an increase from 420,808 outstanding Shares at December 31, 2012 to 2,989,557 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from an increase from 1,333 outstanding Shares at December 31, 2011 to 310,915 outstanding Shares at June 30, 2012. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to 2x of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 64.2% for the six months ended June 30, 2013, as compared to the decrease of 87.0% for the six months ended June 30, 2012, was primarily due to a lesser depreciation in the value of the assets of the Fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on January 3, 2013 at $163.06 per Share and reached its low for the period on May 7, 2013 at $57.65 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on January 3, 2012 at $6,490.23 per Share and reached its low for the period on June 30, 2012 at $962.11 per Share.

The benchmark’s decline of 33.6% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 57.9% for the six months ended June 30, 2012, can be attributed to a lesser decrease in the prices of the near-term futures contracts on the VIX futures curve during the six months ended June 30, 2013.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (2,463,204 ) $ (1,274,828 )

Management fee

1,277,454 630,453

Brokerage commission

1,221,816 612,128

Offering costs

50,028

240


Table of Contents
Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net realized gain (loss)

(104,906,019 ) (178,724,736 )

Change in net unrealized appreciation/depreciation

882,973 (59,423,482 )

Net income (loss)

$ (106,486,250 ) $ (239,423,046 )

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decline in the fund’s benchmark during the six months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the reverse Share splits for the ProShares Ultra VIX Short-Term Futures ETF.

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

NAV beginning of period

$ 82,663,633 $ 7,760,424

NAV end of period

$ 117,395,722 $ 13,585,406

Percentage change in NAV

42.0 % 75.1 %

Shares outstanding beginning of period

1,250,020 300,020

Shares outstanding end of period

1,500,020 300,020

Percentage change in shares outstanding

20.0 % 0.0 %

Shares created

3,850,000 4,700,000

Shares redeemed

3,600,000 4,700,000

Per share NAV beginning of period

$ 66.13 $ 25.87

Per share NAV end of period

$ 78.26 $ 45.28

Percentage change in per share NAV

18.3 % 75.1 %

Percentage change in benchmark

(33.6 )% (57.9 )%

Benchmark annualized volatility

68.3 % 76.9 %

During the six months ended June 30, 2013, the increase in the Fund’s NAV resulted primarily from an increase from 1,250,020 outstanding Shares at December 31, 2012 to 1,500,020 outstanding Shares at June 30, 2013. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the six months ended June 30, 2012, the increase in the Fund’s NAV resulted from the cumulative effect of the Fund seeking daily investment results (before fees and expenses) that correspond to the inverse of the daily performance of the S&P 500 VIX Short-Term Futures Index. There was no net change in the Fund’s outstanding Shares from December 31, 2011 to June 30, 2012.

For the six months ended June 30, 2013 and 2012, the Fund’s daily performance had a statistical correlation over 0.99 of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 18.3% for the six months ended June 30, 2013, as compared to the increase of 75.1% for the six months ended June 30, 2012, was primarily due to a lesser appreciation in the value of the assets of the fund during the six months ended June 30, 2013.

During the six months ended June 30, 2013, the Fund’s per Share NAV reached its high for the period on April 12, 2013 at $100.90 per Share and reached its low for the period on June 24, 2013 at $71.01 per Share. By comparison, during the six months ended June 30, 2012, the Fund’s per share NAV reached its high for the period on March 26, 2012 at $53.68 per Share and reached its low for the period on January 3, 2012 at $27.48 per Share.

The benchmark’s decline of 33.6% for the six months ended June 30, 2013, as compared to the benchmark’s decline of 57.9% for the six months ended June 30, 2012, can be attributed to a lesser decrease in the prices of the near-term futures contracts on the VIX Futures curve during the six months ended June 30, 2013.

241


Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013
Six Months Ended
June 30, 2012

Net investment income (loss)

$ (509,619 ) $ (149,683 )

Management fee

323,063 35,978

Brokerage commission

203,189 67,872

Offering costs

50,028

Net realized gain (loss)

21,077,200 4,077,098

Change in net unrealized appreciation/depreciation

749,584 586,346

Net income (loss)

$ 21,317,165 $ 4,513,761

The Fund’s net income increased for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, primarily due to a lesser decline in the Fund’s benchmark during the six months ended June 30, 2013.

* See Note 1 of the Notes to Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q regarding the Share split for the ProShares Short VIX Short-Term Futures ETF.

242


Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Since ProShares UltraShort Australian Dollar, ProShares Short Euro and ProShares Ultra Australian Dollar were not conducting operations as of June 30, 2012, comparisons of positions in certain Financial Instruments held by each of ProShares UltraShort Australian Dollar, ProShares Short Euro and ProShares Ultra Australian Dollar for the six months ended June 30, 2012 are not available.

Quantitative Disclosure

Commodity Price Sensitivity

Each of the Commodity Funds and the Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments. The following tables provide information about each of the Commodity Funds’ and the Commodity Index Funds’ Financial Instruments, which were sensitive to commodity price risk. As of June 30, 2013 and 2012, each of the Commodity Funds and the Commodity Index Funds’ positions were as follows:

ProShares UltraShort DJ-UBS Commodity :

As of June 30, 2013 and 2012, the ProShares UltraShort DJ-UBS Commodity Fund was exposed to inverse commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s short swap positions as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Swap Agreements as of June 30, 2013

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS Commodity Index

Deutsche Bank AG Short $ 124.4651 $ (2,097,156 )

Dow Jones-UBS Commodity Index

Goldman Sachs
International
Short $ 124.4651 (4,702,593 )

Dow Jones-UBS Commodity Index

UBS AG Short $ 124.4651 (1,097,705 )

Swap Agreements as of June 30, 2012

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS Commodity Index

Goldman Sachs
International
Short $ 135.4213 $ (6,247,978 )

Dow Jones-UBS Commodity Index

UBS AG Short 135.4213 (839,312 )

The June 30, 2013 and 2012 short swap notional values are calculated by multiplying units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2013 (the “Form 10-K”), for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

243


Table of Contents

ProShares UltraShort DJ-UBS Crude Oil :

As of June 30, 2013 and 2012, the ProShares UltraShort DJ-UBS Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS WTI Crude Oil Subindex SM . The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short September 2013 2,108 $ 96.44 1,000 $ (203,295,520 )

Swap Agreements as of June 30, 2013

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS WTI Crude Oil Subindex

Deutsche Bank AG Short $ 234.5052 $ (41,002,905 )

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs
International
Short $ 234.5052 (131,067,619 )

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale S.A. Short $ 234.5052 (44,714,076 )

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG Short $ 234.5052 (82,852,782 )

Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Short September 2012 902 $ 85.37 1,000 $ (77,003,740 )

Swap Agreements as of June 30, 2012

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs
International
Short $ 218.0585 $ (35,717,240 )

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale
S.A.
Short 218.0585 (37,072,664 )

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG Short 218.0585 (14,593,741 )

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 short swap notional values are calculated by multiplying the number of units times the closing level of the Index. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See

244


Table of Contents

“Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort DJ-UBS Natural Gas :

As of June 30, 2013 and 2012, the ProShares UltraShort DJ-UBS Natural Gas Fund was exposed to inverse commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short September 2013 1,120 $ 3.56 10,000 $ (39,860,800 )

Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Short September 2012 963 $ 2.833 10,000 $ (27,281,790 )

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares UltraShort Gold :

As of June 30, 2013 and 2012, the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short August 2013 2 $ 1,223.70 100 $ (244,740 )

Forward Agreements as of June 30, 2013

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Short $ 1,192.02 $ (191,319,210 )

0.995 Fine Troy Ounce Gold

Goldman Sachs
International
Short 1,192.02 (56,856,970 )

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Short 1,192.02 (48,157,608 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,192.02 (44,998,755 )

245


Table of Contents
Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Short August 2012 2 $ 1,604.20 100 $ (320,840 )

Forward Agreements as of June 30, 2012

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Goldman Sachs
International
Short $ 1,598.60 $ (57,706,263 )

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Short 1,598.60 (103,909,000 )

0.995 Fine Troy Ounce Gold

UBS AG Short 1,598.60 (96,795,230 )

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Silver :

As of June 30, 2013 and 2012, the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short September 2013 2 $ 19.470 5,000 $ (194,700 )

246


Table of Contents
Forward Agreements as of June 30, 2013

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Short $ 18.8631 $ (121,534,953 )

0.999 Fine Troy Ounce Silver

Goldman Sachs
International
Short 18.8631 (7,875,344 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 18.8631 (32,595,437 )

0.999 Fine Troy Ounce Silver

UBS AG Short 18.8631 (5,621,204 )

Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Short September 2012 2 $ 27.612 5,000 $ (276,120 )

Forward Agreements as of June 30, 2012

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Goldman Sachs
International
Short $ 27.0826 $ (120,612,359 )

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Short 27.0826 (115,967,693 )

0.999 Fine Troy Ounce Silver

UBS AG Short 27.0826 (86,014,338 )

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 short forward notional values equal units multiplied by the forward price. These short notional values will increase (decrease) proportionally with (decreases) increases in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Commodity :

As of June 30, 2013 and 2012, the ProShares Ultra DJ-UBS Commodity Fund was exposed to commodity price risk through its holding of swap agreements linked to the Dow Jones-UBS Commodity Index. The following tables provide information about the Fund’s swap positions as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Swap Agreements as of June 30, 2013

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS Commodity Index

Deutsche Bank AG Long $ 124.4651 $ 1,822,734

Dow Jones-UBS Commodity Index

Goldman Sachs
International
Long $ 124.4651 3,776,452

Dow Jones-UBS Commodity Index

UBS AG Long $ 124.4651 2,113,290

247


Table of Contents
Swap Agreements as of June 30, 2012

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS Commodity Index

Goldman Sachs
International
Long $ 135.4213 $ 11,453,852

Dow Jones-UBS Commodity Index

UBS AG Long 135.4213 4,988,984

The June 30, 2013 and 2012 swap notional values are calculated by multiplying units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the level of the Index. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Crude Oil :

As of June 30, 2013 and 2012, the ProShares Ultra DJ-UBS Crude Oil Fund was exposed to commodity price risk through its holding of Crude Oil futures contracts and its holding of swap agreements linked to the Dow Jones-UBS WTI Crude Oil Subindex SM . The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long September 2013 1,553 $ 96.44 1,000 $ 149,771,320

Swap Agreements as of June 30, 2013

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at
Value

Dow Jones-UBS WTI Crude Oil Subindex

Deutsche Bank AG Long $ 234.5052 $ 62,000,092

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs
International
Long $ 234.5052 91,806,162

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale S.A. Long $ 234.5052 36,864,746

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG Long $ 234.5052 96,863,044

248


Table of Contents
Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

WTI Crude Oil (NYMEX)

Long September 2012 4,525 $ 85.37 1,000 $ 386,299,250

Swap Agreements as of June 30, 2012

Reference Index

Counterparty Long or
Short
Index Close Notional
Amount at Value

Dow Jones-UBS WTI Crude Oil Subindex

Goldman Sachs
International
Long $ 218.0585 $ 189,823,923

Dow Jones-UBS WTI Crude Oil Subindex

Societe Generale
S.A.
Long 218.0585 187,236,795

Dow Jones-UBS WTI Crude Oil Subindex

UBS AG Long 218.0585 214,979,837

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 swap notional values are calculated by multiplying the number of units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra DJ-UBS Natural Gas :

As of June 30, 2013 and 2012, the ProShares Ultra DJ-UBS Natural Gas Fund was exposed to commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long September 2013 2,368 $ 3.56 10,000 $ 84,277,120

Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Natural Gas (NYMEX)

Long September 2012 4,419 $ 2.833 10,000 $ 125,190,270

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for

249


Table of Contents

spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Ultra Gold :

As of June 30, 2013 and 2012, the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and Gold forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long August 2013 2 $ 1,223.70 100 $ 244,740

Forward Agreements as of June 30, 2013

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Deutsche Bank AG Long $ 1,192.02 $ 193,941,654

0.995 Fine Troy Ounce Gold

Goldman Sachs
International
Long 1,192.02 24,221,846

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,192.02 34,926,186

0.995 Fine Troy Ounce Gold

UBS AG Long 1,192.02 25,866,834

Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Gold Futures (COMEX)

Long August 2012 2 $ 1,604.20 100 $ 320,840

Forward Agreements as of June 30, 2012

Reference Index

Counterparty Long or
Short
Valuation
Price
Notional Amount
at Value

0.995 Fine Troy Ounce Gold

Goldman Sachs
International
Long $ 1,598.60 $ 171,401,892

0.995 Fine Troy Ounce Gold

Societe Generale S.A. Long 1,598.60 169,451,600

0.995 Fine Troy Ounce Gold

UBS AG Long 1,598.60 320,839,020

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts

250


Table of Contents

into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Silver :

As of June 30, 2013 and 2012, the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and Silver forward agreements. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long September 2013 2 $ 19.470 5,000 $ 194,700

Forward Agreements as of June 30, 2013

Reference Index

Counterparty

Long or
Short

Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Deutsche Bank AG Long $ 18.8631 $ 514,698,547

0.999 Fine Troy Ounce Silver

Goldman Sachs International Long 18.8631 87,502,148

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 18.8631 159,298,880

0.999 Fine Troy Ounce Silver

UBS AG Long 18.8631 90,071,303

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Silver Futures (COMEX)

Long September 2012 2 $ 27.612 5,000 $ 276,120

Forward Agreements as of June 30, 2012

Reference Index

Counterparty

Long or
Short

Valuation
Price
Notional Amount
at Value

0.999 Fine Troy Ounce Silver

Goldman Sachs International Long $ 27.0826 $ 446,261,666

0.999 Fine Troy Ounce Silver

Societe Generale S.A. Long 27.0826 528,246,113

0.999 Fine Troy Ounce Silver

UBS AG Long 27.0826 347,226,015

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 forward notional values equal units multiplied by the forward price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or forward price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current commodity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information

251


Table of Contents

regarding performance for periods longer than one day. Counterparty risk related to the forward agreements is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

Exchange Rate Sensitivity

Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. The following tables provide information about each of the Currency Fund’s Financial Instruments, which are sensitive to changes in exchange rates. As of June 30, 2013 and, as applicable, June 30, 2012, each of the Currency Fund’s positions were as follows:

ProShares Short Euro:

As of June 30, 2013 and 2012, the ProShares Short Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short

Expiration

Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short September 2013 23 $ 1.3023 125,000 $ (3,744,113 )

Futures Positions as of June 30, 2012

Contract

Long or
Short

Expiration

Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Euro Fx Currency Futures (CME)

Short September 2012 25 $ 1.2666 125,000 $ (3,958,125 )

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

252


Table of Contents

ProShares UltraShort Australian Dollar:

As of June 30, 2013, the ProShares UltraShort Australian Dollar Fund was exposed to inverse exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2013, which were sensitive to exchange rate price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Short September 2013 512 $ 91.07 1,000 $ (46,627,840 )

The June 30, 2013 short futures notional value is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional value will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Australian Dollar for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Australian Dollar and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares UltraShort Euro:

As of June 30, 2013 and 2012, the ProShares UltraShort Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2013

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs
International
Long 07/12/13 44,814,400 1.3016 $ 58,332,335

Euro

UBS AG Long 07/12/13 34,423,300 1.3016 44,806,836

Euro

Goldman Sachs
International
Short 07/12/13 (422,574,325 ) 1.3016 (550,040,774 )

Euro

UBS AG Short 07/12/13 (439,602,400 ) 1.3016 (572,205,246 )

Foreign Currency Forward Contracts as of June 30, 2012

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs
International
Long 07/13/12 63,067,500 1.2657 $ 79,823,488

Euro

UBS AG Long 07/13/12 223,693,100 1.2657 283,124,643

Euro

Goldman Sachs
International
Short 07/13/12 (791,263,425 ) 1.2657 (1,001,488,982 )

Euro

UBS AG Short 07/13/12 (912,940,100 ) 1.2657 (1,155,493,129 )

The June 30, 2013 and 2012 USD market values equal the number of Euros multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Euro for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over

253


Table of Contents

longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares UltraShort Yen:

As of June 30, 2013 and 2012, the ProShares UltraShort Yen Fund was exposed to inverse exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2013

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 07/12/13 8,350,733,600 0.010082 $ 84,194,393

Yen

UBS AG Long 07/12/13 16,247,876,600 0.010082 163,815,560

Yen

Goldman Sachs
International
Short 07/12/13 (62,614,065,100 ) 0.010082 (631,292,223 )

Yen

UBS AG Short 07/12/13 (66,314,387,400 ) 0.010082 (668,599,890 )

Foreign Currency Forward Contracts as of June 30, 2012

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 07/13/12 2,305,597,000 0.012513 $ 28,849,490

Yen

UBS AG Long 07/13/12 909,777,700 0.012513 11,383,873

Yen

Goldman Sachs
International
Short 07/13/12 (14,551,033,100 ) 0.012513 (182,074,269 )

Yen

UBS AG Short 07/13/12 (25,555,231,200 ) 0.012513 (319,767,676 )

The June 30, 2013 and 2012 USD market values equal the number of Yen multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of short exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

254


Table of Contents

ProShares Ultra Australian Dollar:

As of June 30, 2013, the ProShares Ultra Australian Dollar Fund was exposed to exchange rate price risk through its holdings of AUD/USD foreign currency futures contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2013, which were sensitive to exchange rate price risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

Australian Dollar Fx Currency Futures (CME)

Long September 2013 72 $ 91.07 1,000 $ 6,557,040

The June 30, 2013 futures notional value is calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional value will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Australian Dollar for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Australian Dollar and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Ultra Euro:

As of June 30, 2013 and 2012, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2013

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs
International
Long 07/12/13 1,560,125 1.3016 $ 2,030,725

Euro

UBS AG Long 07/12/13 4,001,900 1.3016 5,209,044

Euro

Goldman Sachs
International
Short 07/12/13 (113,700 ) 1.3106 (147,997 )

Euro

UBS AG Short 07/12/13 (39,200 ) 1.3106 (51,024 )

Foreign Currency Forward Contracts as of June 30, 2012

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Euro Forward
Rate
Market Value
USD

Euro

Goldman Sachs
International
Long 07/13/12 3,111,925 1.2657 $ 3,938,712

Euro

UBS AG Long 07/13/12 6,099,200 1.2657 7,719,657

Euro

Goldman Sachs
International
Short 07/13/12 (94,100 ) 1.2657 (119,101 )

Euro

UBS AG Short 07/13/12 (175,000 ) 1.2657 (221,494 )

The June 30, 2013 and 2012 USD market value equals the number of Euros multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Euro for every $1.00 of net assets.

255


Table of Contents

While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Euro and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Ultra Yen:

As of June 30, 2013 and 2012, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2013

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 07/12/13 335,178,000 0.010082 $ 3,379,357

Yen

UBS AG Long 07/12/13 340,182,000 0.010082 3,429,808

Yen

Goldman Sachs
International
Short 07/12/13 (30,988,700 ) 0.010082 (312,437 )

Yen

UBS AG Short 07/12/13 (13,025,800 ) 0.010082 (131,330 )

Foreign Currency Forward Contracts as of June 30, 2012

Reference Currency

Counterparty Long
or
Short
Settlement
Date
Yen Forward
Rate
Market Value
USD

Yen

Goldman Sachs
International
Long 07/13/12 382,717,100 0.012513 $ 4,788,865

Yen

UBS AG Long 07/13/12 449,100,000 0.012513 5,619,502

Yen

Goldman Sachs
International
Short 07/13/12 (4,462,700 ) 0.012513 (55,841 )

Yen

UBS AG Short 07/13/12 (24,415,100 ) 0.012513 (305,501 )

The June 30, 2013 and 2012 USD market values equal the number of Yen multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Yen for every $1.00 of net assets. While the above information properly represents the then current exchange rate price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the Yen and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

256


Table of Contents

Equity Market Volatility Sensitivity

Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. The following tables provide information about each of the VIX Funds’ Financial Instruments, which are sensitive to changes in equity market volatility indexes. As of June 30, 2013 and 2012, each of the VIX Funds’ positions were as follows:

ProShares VIX Short-Term Futures ETF

As of June 30, 2013 and 2012, the ProShares VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2013 5,513 $ 18.05 1,000 $ 99,509,650

VIX Futures (CBOE)

Long August 2013 4,009 18.90 1,000 75,770,100

Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2012 3,904 $ 19.55 1,000 $ 76,323,200

VIX Futures (CBOE)

Long August 2012 2,855 21.95 1,000 62,667,250

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares VIX Mid-Term Futures ETF

As of June 30, 2013 and 2012, the ProShares VIX Mid-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long October 2013 667 $ 20.35 1,000 $ 13,573,450

VIX Futures (CBOE)

Long November 2013 1,152 20.70 1,000 23,846,400

VIX Futures (CBOE)

Long December 2013 1,152 21.00 1,000 24,192,000

VIX Futures (CBOE)

Long January 2014 485 21.70 1,000 10,524,500

257


Table of Contents
Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long October 2012 639 $ 24.60 1,000 $ 15,719,400

VIX Futures (CBOE)

Long November 2012 1,103 25.45 1,000 28,071,350

VIX Futures (CBOE)

Long December 2012 1,103 26.00 1,000 28,678,000

VIX Futures (CBOE)

Long January 2013 465 27.65 1,000 12,857,250

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to match the performance of the Index. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

ProShares Ultra VIX Short-Term Futures ETF

As of June 30, 2013 and 2012, the ProShares Ultra VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts and its holding of swap agreements linked to the S&P 500 VIX Short-Term Futures Index. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2013 13,560 $ 18.05 1,000 $ 244,758,000

VIX Futures (CBOE)

Long August 2013 9,859 18.90 1,000 186,335,100

Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Long July 2012 16,212 $ 19.55 1,000 $ 316,944,600

VIX Futures (CBOE)

Long August 2012 11,781 21.95 1,000 258,592,950

258


Table of Contents
Swap Agreements as of June 30, 2012

Reference Index

Counterparty Long or
Short
Index
Close
Notional
Amount at Value

S&P 500 VIX Short-Term Futures Index

Societe Generale
S.A.
Long 5,515.55 $ 25,923,085

The June 30, 2013 and 2012 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2013 and 2012 swap notional value is calculated by multiplying the number of units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $2.00 of exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated tri-party accounts at the Fund’s custodian bank.

ProShares Short VIX Short-Term Futures ETF

As of June 30, 2013 and 2012, the ProShares Short VIX Short-Term Futures ETF Fund was exposed to inverse equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2013 and 2012, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2013

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short July 2013 3,687 $ 18.05 1,000 $ (66,550,350 )

VIX Futures (CBOE)

Short August 2013 2,681 18.90 1,000 (50,670,900 )

Futures Positions as of June 30, 2012

Contract

Long or
Short
Expiration Contracts Valuation
Price
Contract
Multiplier
Notional Amount
at Value

VIX Futures (CBOE)

Short July 2012 383 $ 19.55 1,000 $ (7,487,650 )

VIX Futures (CBOE)

Short August 2012 273 $ 21.95 1,000 (5,992,350 )

The June 30, 2013 and 2012 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.00 of short exposure to the Index for every $1.00 of net assets. While the above information properly represents the then current equity price risk and is adequate for estimating the following day’s gains or losses, estimates of future values over longer periods should take the Fund’s daily rebalancing efforts into account. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative one. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day.

259


Table of Contents

Qualitative Disclosure

As described above in Item 2 of this Quarterly Report on Form 10-Q, it is the investment objective of each Geared Fund to seek daily investment results, before fees and expenses, which correspond to a multiple, the inverse or an inverse multiple of the daily performance, whether positive or negative, of its corresponding benchmark. Each Short Fund seeks daily investment results (before fees and expenses) that correspond to the inverse (-1x) of the daily performance of its corresponding benchmark. Each UltraShort Fund seeks daily investment results (before fees and expenses) that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. Each Ultra Fund seeks daily investment results (before fees and expenses) that correspond to two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results (before fees and expenses), both over a single day and over time, that match the performance of a benchmark. The Geared Funds do not seek to achieve these stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by two or negative two. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. See “Item 1A. Risk Factors” in the Form 10-K for additional information regarding performance for periods longer than one day. The Matching VIX Funds seek to achieve their stated investment objective both over a single day and over time.

Primary Market Risk Exposure

The primary market risks that the Funds are exposed to depend on each Fund’s investment objective and corresponding benchmark. For example, the primary market risk that the ProShares UltraShort DJ-UBS Crude Oil and the ProShares Ultra DJ-UBS Crude Oil Funds are exposed to are inverse and direct exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Dow Jones-UBS Commodity Index and its sub-indexes are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of investors’ capital.

As described above in Item 2 of this Quarterly Report on Form 10-Q, trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Commodity Price Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an Ultra Fund.

260


Table of Contents

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.

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).

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the Form 10-K, the value of the Shares of each VIX Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. Several factors may affect the price and/or liquidity of VIX futures contracts and other assets, if any, owned by a VIX Fund. The impact of changes in the price of these assets will affect investors differently depending upon the Fund in which investors invest.

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective (-1x, -2x, or 2x), regardless of market direction or sentiment. At the close of the relevant markets each trading day (see NAV calculation times), each Fund will seek to position its portfolio so that its exposure to its benchmark is consistent with its investment objective. As described above in Item 2 of this Quarterly Report on Form 10-Q, these adjustments are done through the use of various Financial Instruments. No attempt is made to adjust market exposure in order to avoid changes to the benchmark that would cause the Funds to lose value. Factors common to all Funds that may require portfolio re-positioning are create/redeem activity and index rebalances.

For Geared Funds, the impact of the Index’s movements during the day also affects whether the Fund’s portfolio needs to be re-positioned. For example, if the Index for an Ultra Fund has risen on a given day, net assets of the Fund should rise. As a result, the Fund’s long exposure will need to be increased to the extent there are not offsetting factors such as redemption activity. Conversely, if the Index has fallen on a given day, net assets of an Ultra Fund should fall. As a result, the Fund’s long exposure will generally need to be decreased. Net assets for Short Funds, UltraShort Funds will generally decrease when the Index rises on a given day. As a result, the Fund’s short exposure may need to be decreased. Conversely, if the Index has fallen on a given day, a Short Fund’s, an UltraShort Fund’s assets should rise. As a result, the Fund’s short exposure may need to be increased.

The use of certain Financial Instruments introduces counterparty risk. A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments entered into by the Fund. A Fund may be negatively impacted if a counterparty fails to perform its obligations. Each Fund intends to enter into swap and forward agreements only with major global financial institutions that meet certain credit quality standards

261


Table of Contents

and monitoring policies. Each Fund may use various techniques to minimize credit risk including early termination or reset and payment, limiting the net amount due from any individual counterparty, and generally requiring that the counterparty post collateral with respect to amounts owed to the Funds, marked to market daily.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were maintained in a non-interest bearing demand deposit account. The Funds also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of June 30, 2013, including providing reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the Trust and the Funds is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Trust as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.

Certifications

The certifications by the Principal Executive Officer and Principal Financial Officer of the Trust required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed or furnished as exhibits to this Quarterly Report on Form 10-Q, apply both to the Trust taken as a whole and each Fund, and the Principal Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.

262


Table of Contents

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Trust and certain principals of the Sponsor have been named as defendants (along with several other parties) in a consolidated class action lawsuit filed in the United States District Court for the Southern District of New York, styled In re ProShares Trust Securities Litigation, Civ. No. 09-cv-6935 . The complaint, as amended, alleged that the defendants violated Sections 11 and 15 of the Securities Act of 1933 by including untrue statements of material fact and omitting material facts in the Registration Statement for one or more ProShares ETFs and allegedly failing to adequately disclose the Funds’ investment objectives and risks. The six Funds of the Trust named in the complaint were ProShares Ultra Silver, ProShares UltraShort Gold, ProShares Ultra Gold, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra DJ-UBS Crude Oil and ProShares UltraShort Silver. On September 10, 2012, the District Court issued an Opinion and Order dismissing the class action lawsuit in its entirety. On December 17, 2012, the plaintiffs filed an appeal brief to the United States Court of Appeals for the Second Circuit. On July 22, 2013, the United States Court of Appeals for the Second Circuit issued an Opinion affirming the District Court’s decision dismissing the class action lawsuit in its entirety.

Item 1A. Risk Factors.

Except as noted below, there has not been a material change to the Risk Factors previously disclosed in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 1, 2013, as amended.

If a Commodity Index Fund or a VIX Fund establishes its positions through the use of sampling, such Fund may experience additional tracking error.

Tracking error is the difference between the performance of an index tracking fund and its applicable benchmark index. While each Commodity Index Fund and VIX Fund seeks to provide investment results that correspond (before fees and expenses) to the performance of, or a multiple, the inverse or an inverse multiple of the daily performance of its corresponding index, as applicable, it is possible that tracking error may increase because of the differences between the proportion of exposure Financial Instruments held by a Commodity Index Fund or a VIX Fund have to components included in the applicable benchmark index and the proportional weight that such components carry within the index.

A Commodity Index Fund or a VIX Fund may obtain exposure through Financial Instruments to a representative sample of the components in its underlying index, which have aggregate characteristics similar to those of the underlying index. This “sampling” process typically involves selecting a representative sample of components in an index principally to enhance liquidity and reduce transaction costs while seeking to maintain high correlation with, and similar aggregate characteristics (e.g., underlying commodities and valuations) to, the underlying index. In addition, a Commodity Index Fund or a VIX Fund may obtain exposure to components not included in its underlying index, invest in assets that are not included in the underlying index or may overweight or underweight certain components contained in the underlying index. Index tracking funds that use sampling may experience greater tracking error than index tracking funds that fully replicate an underlying index by obtaining exposure on a proportionate basis to all components of that index.

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

(a) None.

(b)

The Trust initially registered Shares on its Registration Statement on Form S-1 (No. 333-146801), which was declared effective on November 21, 2008, and registered additional Shares on its Registration Statement on Form S-1 (No. 333-156888), which was declared effective on February 13, 2009. The Trust terminated these two offerings before the sale of all registered Shares and re-allocated the remaining amount of the registered Shares among the Funds listed on its Registration Statement on Form S-3 (No. 333-163511), which became effective on December 4, 2009. It then registered additional Shares and/or added Funds pursuant to post-effective amendments to that Registration Statement on Form S-3, which

263


Table of Contents
became effective on May 28, 2010, November 5, 2010, December 23, 2010 and April 13, 2011, as well as on a Registration Statement on Form S-1 (No. 333-178707), which became effective on June 25, 2012. On June 26, 2012, a post-effective amendment to the Registration Statement on Form S-3 (No. 333-163511) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil and terminated the offerings for certain publicly offered Funds and certain Funds that had never been publicly offered. New offerings for those Funds that had been publicly offered were registered on an accompanying Registration Statement on Form S-1 (No. 333-176878), which was also declared effective on June 26, 2012. On September 24, 2012, a Registration Statement on Form S-1 (No. 333-183672) was declared effective, which registered additional Shares for ProShares Ultra VIX Short-Term Futures ETF, ProShares VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF. This registration statement (No. 333-183672) was a combined prospectus and acted as a post-effective amendment to the Form S-1 (No. 333-176878). On September 27, 2012, a Registration Statement on Form S-3 (No. 333-183674) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil and ProShares UltraShort Euro. This registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-163511). On September 28, 2012, a post-effective amendment to a Registration Statement on Form S-1 (333-178707) was declared effective, terminating the proposed offerings of several unlaunched currency funds. On January 30, 2013, a Registration Statement on Form S-1 (No. 333-185288) was declared effective. That registration statement, which registered additional Shares to ProShares Short VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statements (File Nos. 333-183672 and 333-178707). Also, on January 30, 2013, a Registration Statement on Form S-3 (File No. 333-185289) was declared effective. That registration statement, which registered additional Shares to ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort Euro, ProShares Ultra VIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF, acted as a combined prospectus and post-effective amendment to the Trust’s Form S-1 Registration Statement (No. 333-193672) and Form S-3 Registration Statement (No. 333-183674). On April 24, 2013, a post-effective amendment to the Form S-1 Registration Statement (333-185288) was declared effective, terminating the registered but unlaunched offerings related to: ProShares UltraPro Short Euro, ProShares Managed Futures Strategy and ProShares Commodity Managed Futures Strategy. On April 29, 2013, a Registration Statement on Form S-3 (333-187820) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Crude Oil, ProShares UltraShort DJ-UBS Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares UltraVIX Short-Term Futures ETF and ProShares VIX Short-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-185289). On May 21, 2013, a Registration Statement on Form S-1 (333-188215) was declared effective, which registered additional Shares for ProShares Ultra DJ-UBS Natural Gas, ProShares UltraShort DJ-UBS Natural Gas, ProShares Short VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-1 (No. 333-185288). Therefore, as of June 30, 2013, the Trust had two effective registration statements outstanding: 1) an effective Form S-1 Registration Statement (No. 333-188215); and 2) an effective Form S-3 Registration Statement (No. 333-187820). On July 30, 2013, a Registration Statement on Form S-3 (No. 333-189967) was declared effective, which registered additional Shares for ProShares DJ-UBS Crude Oil and ProShares UltraShort Yen and partially terminated registered and unissued Shares of ProShares Ultra DJ-UBS Crude Oil, ProShares Ultra Silver, ProShares UltraShort Silver, ProShares UltraShort Euro and ProShares VIX Short-Term Futures ETF. That registration statement was a combined prospectus and acted as a post-effective amendment to the Form S-3 (No. 333-187820). Thus, as of July 31, 2013, the Trust had two effective registration statements outstanding: 1) an effective Form S-1 Registration Statement (No. 333-188215); and 2) an effective Form S-3 Registration Statement (No. 333-189967).

Substantially all of the proceeds received by each Fund from the issuance and sale of Shares to Authorized Participants are used by each Fund to enter into Financial Instruments relating to that Fund’s benchmark in combination with cash or cash equivalents and/or U.S. Treasury Securities or other high credit quality short-term fixed-income or similar securities (such as shares of money market funds and collateralized repurchase agreements) that may be used to collateralize swap agreements or forward contracts or deposited with FCMs as margin in connection with any futures transactions. Each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares, and each Matching VIX Fund continuously offers and redeems Shares in blocks of 25,000 Shares.

264


Table of Contents

Title of Securities Registered

Amount
Registered
As of June 30, 2013
Shares Sold
For the
Three Months
Ended

June 30, 2013
Sale Price of Shares
Sold For the

Three Months Ended
June 30, 2013

ProShares UltraShort DJ-UBS Commodity Common Units of Beneficial Interest

$ 500,000,000 $

ProShares UltraShort DJ-UBS Crude Oil Common Units of Beneficial Interest 1

$ 2,175,000,000 7,100,000 $ 259,356,018

ProShares UltraShort DJ-UBS Natural Gas Common Units of Beneficial Interest

$ 570,000,000 100,000 $ 6,818,260

ProShares UltraShort Gold Common Units of Beneficial Interest

$ 1,000,000,000 950,000 $ 81,284,134

ProShares UltraShort Silver Common Units of Beneficial Interest 1

$ 2,900,000,000 900,000 $ 67,860,673

ProShares Short Euro Common Units of Beneficial Interest

$ 200,000,000 $

ProShares UltraShort Australian Dollar Common Units of Beneficial Interest

$ 200,000,000 400,000 $ 16,245,812

ProShares UltraShort Euro Common Units of Beneficial Interest 1

$ 3,053,506,872 2,750,000 $ 52,781,919

ProShares UltraShort Yen Common Units of Beneficial Interest 1

$ 1,600,000,000 3,100,000 $ 200,262,980

ProShares Ultra DJ-UBS Commodity Common Units of Beneficial Interest

$ 300,000,000 $

ProShares Ultra DJ-UBS Crude Oil Common Units of Beneficial Interest 1

$ 4,808,246,073 5,850,000 $ 158,411,916

ProShares Ultra DJ-UBS Natural Gas Common Units of Beneficial Interest

$ 680,000,000 650,000 $ 28,314,359

ProShares Ultra Gold Common Units of Beneficial Interest

$ 1,000,000,000 100,000 $ 4,926,245

ProShares Ultra Silver Common Units of Beneficial Interest 1

$ 3,500,000,000 8,400,000 $ 186,695,150

ProShares Ultra Australian Dollar Common Units of Beneficial Interest

$ 200,000,000 $

ProShares Ultra Euro Common Units of Beneficial Interest

$ 500,000,000 $

ProShares Ultra Yen Common Units of Beneficial Interest

$ 500,000,000 $

ProShares VIX Short-Term Futures ETF Common Units of Beneficial Interest 1

$ 3,450,000,000 2,110,000 $ 108,548,127

ProShares VIX Mid-Term Futures ETF Common Units of Beneficial Interest

$ 1,300,000,000 875,000 $ 22,681,917

ProShares Ultra VIX Short-Term Futures ETF Common Units of Beneficial Interest

$ 8,000,000,000 7,140,000 $ 475,164,642

ProShares Short VIX Short-Term Futures ETF Common Units of Beneficial Interest

$ 2,750,000,000 2,450,000 $ 208,309,306

Total:

$ 39,186,752,945 42,875,000 1,877,661,458

1

On July 30, 2013, a Registration Statement on Form S-3 (No. 333-189967) was declared effective, which registered additional Shares for ProShares UltraShort DJ-UBS Crude Oil (increasing its total amount registered to $3,275,000,000) and ProShares UltraShort Yen (increasing its total amount registered to $1,800,000,000) and partially terminated registered and unissued Shares of ProShares Ultra DJ-UBS Crude Oil (decreasing its total amount registered to $4,408,246,073), ProShares Ultra Silver (decreasing its total amount registered to $3,300,000,000), ProShares UltraShort Silver (decreasing its total amount registered to $2,700,000,000), ProShares UltraShort Euro (decreasing its total amount registered to $2,753,506,872) and ProShares VIX Short-Term Futures ETF (decreasing its total amount registered to $3,250,000,000).

265


Table of Contents
(c) From April 1, 2013 to June 30, 2013, the number of Shares redeemed and average price per Share for each Fund were as follows:

Fund

Total Number of
Shares  Redeemed
Average Price
Per Share

ProShares UltraShort DJ-UBS Commodity

04/01/13 to 04/30/13

$

05/01/13 to 05/31/13

$

06/01/13 to 06/30/13

$

ProShares UltraShort DJ-UBS Crude Oil

04/01/13 to 04/30/13

1,200,000 $ 42.23

05/01/13 to 05/31/13

900,000 $ 37.95

06/01/13 to 06/30/13

1,950,000 $ 38.31

ProShares UltraShort DJ-UBS Natural Gas

04/01/13 to 04/30/13

$

05/01/13 to 05/31/13

87,500 $ 68.68

06/01/13 to 06/30/13

137,556 $ 79.64

ProShares UltraShort Gold

04/01/13 to 04/30/13

50,000 $ 77.54

05/01/13 to 05/31/13

250,000 $ 84.32

06/01/13 to 06/30/13

700,000 $ 94.42

ProShares UltraShort Silver

04/01/13 to 04/30/13

850,000 $ 75.77

05/01/13 to 05/31/13

300,000 $ 81.03

06/01/13 to 06/30/13

950,000 $ 98.28

ProShares Short Euro

04/01/13 to 04/30/13

$

05/01/13 to 05/31/13

$

06/01/13 to 06/30/13

$

ProShares UltraShort Australian Dollar

04/01/13 to 04/30/13

$

05/01/13 to 05/31/13

$

06/01/13 to 06/30/13

$

ProShares UltraShort Euro

04/01/13 to 04/30/13

500,000 $ 19.14

05/01/13 to 05/31/13

900,000 $ 19.62

06/01/13 to 06/30/13

750,000 $ 19.25

ProShares UltraShort Yen

04/01/13 to 04/30/13

1,200,000 $ 63.38

05/01/13 to 05/31/13

550,000 $ 66.97

06/01/13 to 06/30/13

1,150,000 $ 64.24

ProShares Ultra DJ-UBS Commodity

04/01/13 to 04/30/13

$

05/01/13 to 05/31/13

$

06/01/13 to 06/30/13

$

ProShares Ultra DJ-UBS Crude Oil

04/01/13 to 04/30/13

2,400,000 $ 28.97

05/01/13 to 05/31/13

4,050,000 $ 29.99

06/01/13 to 06/30/13

2,450,000 $ 29.78

ProShares Ultra DJ-UBS Natural Gas

04/01/13 to 04/30/13

500,000 $ 52.95

05/01/13 to 05/31/13

$

06/01/13 to 06/30/13

$

ProShares Ultra Gold

04/01/13 to 04/30/13

450,000 $ 58.91

05/01/13 to 05/31/13

300,000 $ 60.39

06/01/13 to 06/30/13

100,000 $ 56.84

ProShares Ultra Silver

04/01/13 to 04/30/13

$

05/01/13 to 05/31/13

400,000 $ 22.43

06/01/13 to 06/30/13

350,000 $ 17.36

266


Table of Contents

ProShares Ultra Australian Dollar

04/01/13 to 04/30/13

$

05/01/13 to 05/31/13

$

06/01/13 to 06/30/13

$

ProShares Ultra Euro

04/01/13 to 04/30/13

50,000 $ 23.55

05/01/13 to 05/31/13

$

06/01/13 to 06/30/13

$

ProShares Ultra Yen

04/01/13 to 04/30/13

$

05/01/13 to 05/31/13

$

06/01/13 to 06/30/13

$

ProShares VIX Short-Term Futures ETF

04/01/13 to 04/30/13

1,070,000 $ 56.82

05/01/13 to 05/31/13

80,000 $ 49.52

06/01/13 to 06/30/13

1,870,189 $ 57.57

ProShares VIX Mid-Term Futures ETF

04/01/13 to 04/30/13

475,000 $ 25.90

05/01/13 to 05/31/13

200,000 $ 24.92

06/01/13 to 06/30/13

225,000 $ 27.44

ProShares Ultra VIX Short-Term Futures ETF

04/01/13 to 04/30/13

2,485,000 $ 78.26

05/01/13 to 05/31/13

1,160,000 $ 60.56

06/01/13 to 06/30/13

5,051,251 $ 74.82

ProShares Short VIX Short-Term Futures ETF

04/01/13 to 04/30/13

1,000,000 $ 90.05

05/01/13 to 05/31/13

400,000 $ 91.65

06/01/13 to 06/30/13

300,000 $ 86.36

Total:

37,791,496 $ 53.62

267


Table of Contents
Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit
No.

Description of Document

31.1 Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
31.2 Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
32.1 Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
32.2 Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(2)
101.INS XBRL Instance Document(3)
101.SCH XBRL Taxonomy Extension Schema(3)
101.CAL XBRL Taxonomy Extension Calculation Linkbase(3)
101.DEF XBRL Taxonomy Extension Definition Linkbase(3)
101.LAB XBRL Taxonomy Extension Label Linkbase(3)
101.PRE XBRL Taxonomy Extension Presentation Linkbase(3)

(1) Filed herewith.
(2) Furnished herewith.
(3) In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

268


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROSHARES TRUST II

/s/ Louis Mayberg

By: Louis Mayberg
Principal Executive Officer
Date: August 9, 2013

/s/ Edward Karpowicz

By: Edward Karpowicz
Principal Financial Officer
Date: August 9, 2013
TABLE OF CONTENTS